НАЗВАНИЕ: Eternal Sunshine of the Spotless Mind (2004)
ГОД: 2004
СЦЕНАРИСТ: Charlie Kaufman
ИСТОЧНИК: ScriptSlug (PDF) — https://www.scriptslug.com/script/eternal-sunshine-of-the-spotless-mind-2004
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СКАЧАНО: 2026-10-12 11:49
ПРИМЕЧАНИЕ: текст чужой, для личного изучения. Не распространять. Не исполнять.
======================================================================

Eternal Sunshine of the Spotless Mind

             a screenplay by

             Charlie Kaufman




            Goldenrod Revision February 4th, 2003
                Green Revision January 20th, 2003
               Yellow Revision January 13th, 2003
                 Pink Revision January 10th, 2003
                Blue Revision December 17th, 2002
                Shooting Draft November 6th, 2002
1   EXT. COMMUTER TRAIN STATION - DAY                              1

    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.

2   EXT. MONTAUK TRAIN STATION - DAY                               2

    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
               Hi, Cindy. It's Joel. Joel. I'm not
               feeling well this morning. No, food
               poisoning, I think. I had clams. Clams!
               I'm sorry it took me so long to call in,
               but I've been vomiting a lot. I've been
               vomiting! Yes, that's right, a lot!

3   EXT. BEACH - DAY                                               3

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

4   EXT. BEACH - DAY                                               4

    Later: Joel looks out at the ocean.

5   EXT. BEACH - DAY                                               5

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

                         JOEL (V.O.)
               January 6, 2001. Nothing much. Naomi
               and I coexisting. Roommates. Nothing.
               Will it go on like this forever? My best
               guess? Yes.

                                                   (CONTINUED)
                                                             2.
5   CONTINUED:                                                    5

    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:

                           JOEL (V.O.) (CONT'D)
                 Valentine's Day 2003. First entry in two
                 years. Where did those years go? If
                 you're not careful it gets away from you.
                 And then it's over and you're dead. And
                 within a few years who even remembers you
                 were here?
                     (thinks)
                 Called in sick today. Took the train out
                 to Montauk.
                     (thinks)
                 Cold.
                     (thinks some more)
                 Don't know what else to say. I saw Naomi
                 last night. First time since the break-
                 up. We had sex. It was odd to fall into
                 our old familiar sex life so easily.
                 Like no time has passed. Suddenly we're
                 talking about getting together again. I
                 guess that's good.

    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.

                           JOEL (V.O.) (CONT'D)
                 Constitutionally incapable of making eye-
                 contact with a woman I don't know. Guess
                 I'd better get back with Naomi. Ought to
                 buy her a Valentine. She loves roses, I
                 believe.

6   EXT. BEACH - DAY                                              6

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

7   EXT. BEACH - DAY                                              7

    LATER: Joel digs into the sand with a stick.
                                                              3.


8   INT. DINER - DAY                                                8

    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.

                         CLEMENTINE
               Hi, it's me again! My home away from
               home.

                           WAITRESS
               Coffee?

                           CLEMENTINE
               God, yes.    You've saved my life!   Brrr!

    The waitress pours the coffee.

                         WAITRESS
               You know what you want?

                         CLEMENTINE
                   (laughing)
               Ain't that the question of the century.

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

                         CLEMENTINE (CONT'D)
               You got grilled cheese and tomato soup
               again today?

                         WAITRESS
               We're having a run on it.

    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
                   (calling)
               And some cream, please.

    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.


                                                      (CONTINUED)
                                                               4.
8    CONTINUED:                                                       8

     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.

9    EXT. BEACH - DAY                                                 9

     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.

10   EXT. MONTAUK TRAIN STATION PLATFORM - LATE AFTERNOON            10

     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 (V.O.)
                  Why do I fall in love with every woman I
                  see who shows me the least bit of
                  attention?

11   INT. TRAIN - LATE AFTERNOON                                     11

     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:

                              CLEMENTINE
                        (calling over the rumble)
                  Hi!

     Joel looks over.

                            JOEL
                  I'm sorry?

                             CLEMENTINE
                  What?   I couldn't hear you.

                            JOEL
                  I said, I'm sorry.

                            CLEMENTINE
                  Why are you sorry? I just said hi.



                                                       (CONTINUED)
                                                                   5.
11   CONTINUED:                                                          11

                            JOEL
                  No, I didn't know if you were talking to
                  me, so...

     She looks around the empty car.

                             CLEMENTINE
                  Really?

                            JOEL
                      (embarrassed)
                  Well, I didn't want to assume.

                            CLEMENTINE
                  Aw, c'mon, live dangerously. Take the
                  leap and assume someone is talking to you
                  in an otherwise empty car.

                             JOEL
                  Anyway.   Sorry.    Hi.   Hello.   Hi.

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

                            CLEMENTINE
                  It's okay if I sit closer? So I don't
                  have to scream? Not that I don't need to
                  scream sometimes, believe you me.
                      (pause)
                  But I don't want to bug you if you're
                  trying to write something.

                            JOEL
                      (mumbling)
                  No, I'm just... I don't really, um ...

                             CLEMENTINE
                  What?   You don't really what?

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

                            JOEL
                  It's okay if you want to sit down.

                            CLEMENTINE
                  Just, you know, to chat a little, maybe.
                  I have a long trip ahead of me.
                      (sits across aisle from Joel)
                  How far are you going? On the train, I
                  mean, of course. Not in life.

                            JOEL
                  Rockville Center.


                                                           (CONTINUED)
                                                               6.
11   CONTINUED: (2)                                                  11

                            CLEMENTINE
                Get out!    Me too! What are the odds?

     She stares at him.    He gets uncomfortable.

                          CLEMENTINE (CONT'D)
                Do I know you?

                          JOEL
                I don't think so.

                             CLEMENTINE
                Hmmmm.     Do you ever shop at Barnes and
                Noble?

                            JOEL
                Sure.

                          CLEMENTINE
                That's it. That's me: book slave there
                for, like, five years now. I thought I'd
                seen you somewhere.

                            JOEL
                Really?    Because --

                          CLEMENTINE
                Jesus, is it five years?    I gotta quit
                right now.

                          JOEL
                -- I go there all the time.    I think I'd
                remember you.

                          CLEMENTINE
                Well, I'm there. I've seen you, man. I
                hide in the back as much as is humanly
                possible. You have a cell phone? I need
                to quit right this minute. I'll call in
                dead. I'll go on the dole like my daddy
                before me. Might be the hair.

                          JOEL
                What might?

                          CLEMENTINE
                Changes a lot. That's why you might not
                recognize me. What color am I today?
                    (pulls a strand in front of her
                     eyes, studies it)
                Blue, right? It's called Blue Ruin. The
                color. Snappy name, huh?



                                                       (CONTINUED)
                                                              7.
11   CONTINUED: (3)                                                 11

                          JOEL
                I like it.

                          CLEMENTINE
                Blue ruin is cheap gin, in case you're
                wondering.

                           JOEL
                Yeah.   Tom Waits says it in --

                           CLEMENTINE
                Exactly!   Tom Waits.   Which song?

                          JOEL
                I can't remember.

                          CLEMENTINE
                Anyway, this company makes a whole line
                of colors with equally snappy names. Red
                Menace, Yellow Fever, Green Revolution.
                That'd be a job, coming up with those
                names. How do you get a job like that?
                That's what I'll do. Fuck the dole.

                          JOEL
                I don't really know how --

                          CLEMENTINE
                Purple Haze, Pink Eraser.

                          JOEL
                You think that could possibly be a full-
                time job? How many hair colors could
                there be? Fifty, tops?

                          CLEMENTINE
                    (pissy)
                Somebody's got that job.
                    (excited)
                Agent Orange! I came up with that one.
                Anyway, there are endless color
                possibilities and I'd be great at it.

                          JOEL
                    (mumbly)
                I'm sure you would.

                          CLEMENTINE
                My writing career! Your hair written by
                Clementine Kruczynski.                                   *
                    (thought)
                The Tom Waits album is Rain Dogs.


                                                      (CONTINUED)
                                                              8.
11   CONTINUED: (4)                                                 11

                            JOEL
                You sure?    I don't know that album --

                          CLEMENTINE
                I think. Anyway, I've tried all their
                colors. More than once. I'm getting too
                old for this. But it keeps me from
                having to develop an actual personality.
                I apply my personality in a paste. You?

                          JOEL
                Oh, I doubt that's the case.

                          CLEMENTINE
                Well, you don't know me, so... you don't
                know, do you?

                            JOEL
                Sorry.    I was just trying to be nice.

                          CLEMENTINE
                Yeah, I got it.

     There's a silence.

                          CLEMENTINE (CONT'D)
                My name's Clementine, by the way.

                            JOEL
                I'm Joel.

                          CLEMENTINE
                No jokes about my name? Oh, you wouldn't
                do that; you're trying to be nice.

                          JOEL
                I don't know any jokes about your name.

                          CLEMENTINE
                Huckleberry Hound?

                          JOEL
                I don't know what that means.

                          CLEMENTINE
                Huckleberry Hound! What, are you nuts?

                          JOEL
                It's been suggested.




                                                      (CONTINUED)
                                                               9.
11   CONTINUED: (5)                                                  11

                          CLEMENTINE
                    (singing)
                "Oh my darlin', oh my darlin', oh my
                darlin' Clementine"? No? Nothin'?

                          JOEL
                Sorry. It's a pretty name, though.     It
                means "merciful", right? Clemency?

                          CLEMENTINE
                    (impressed)
                Yeah. Although it hardly fits. I'm a
                vindictive little bitch, truth be told.

                          JOEL
                See, I wouldn't think that about you.

                          CLEMENTINE
                    (pissy)
                Why wouldn't you think that about me?

                          JOEL
                I don't know. I was just... I don't
                know. I was just... You seemed nice, so
                --

                          CLEMENTINE
                Now I'm nice? Don't you know any other
                adjectives? There's careless and snotty
                and overbearing and argumentative...
                mumpish.

                          JOEL
                    (mumbling)
                Well, anyway... Sorry.

     They sit in silence for a while.

                          CLEMENTINE
                I just don't think "nice" is a
                particularly interesting thing to be.

     The conductor enters the car.

                           CONDUCTOR
                Tickets.

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




                                                       (CONTINUED)
                                                                  10.
11   CONTINUED: (6)                                                     11

                          CLEMENTINE
                What is nice, anyway? I mean, besides an
                adjective? I guess it can be an adverb,
                sort of.

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

                          CLEMENTINE (CONT'D)
                It doesn't reveal anything. Nice is
                pandering. Cowardly. And life is more
                interesting than that. Or should be.
                Jesus God, I hope it is... someday.
                    (to conductor)
                I know it’s here.

     The conductor and Joel watch as she gets more agitated.

                          CLEMENTINE (CONT'D)
                I don't need nice. I don't need myself
                to be it and I don't need anyone else to
                be it at me.

                          JOEL
                Okay, I understand.

                           CLEMENTINE
                Shit.   Shit. I know it's here.   Hold on.

     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.

                          CLEMENTINE (CONT'D)
                Damn it. DAMN IT!
                    (there it is)
                Oh. Here.

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

                          CONDUCTOR
                Next stop Southampton.

     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.




                                                     (CONTINUED)
                                                             11.
11   CONTINUED: (7)                                                 11

                           CLEMENTINE
                Joel?   It's Joel, right?

                           JOEL
                Yes?

                          CLEMENTINE
                I'm sorry I... yelled at you. Was it
                yelling? I can't really tell. Whatever,
                I'm a little out of sorts today.

                          JOEL
                    (trying for a joke)
                Hey, Old Yeller would be a good color.

                          CLEMENTINE
                    (not seeming to hear)
                My embarrassing admission is I really
                like that you're nice. Right now,
                anyway. I can't tell from one moment to
                the next what I'm going to like. But
                right now I'm glad you are.

                          JOEL
                It's no problem. Anyway, I have some
                stuff I need to -- I'm trying to work out
                some -- I'm writing some thoughts, sort
                of.

                          CLEMENTINE
                Oh, okay. Well, sure, I'll just...
                    (stands throws bag over
                     shoulder)
                Take care, then.

                          JOEL
                    (pulling notebook from
                     briefcase)
                Probably see you at the book store.

                          CLEMENTINE
                    (heading toward other end of
                     car)
                Unless I get that hair-color-naming job.
                Old Yeller is funny, by the way.

     Clementine sits and stares out the window.

                          JOEL
                How about Karen Black?

                          CLEMENTINE
                You're good! We could be partners.


                                                      (CONTINUED)
                                                               12.
11   CONTINUED: (8)                                                  11

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

12   INT. TRAIN - DUSK                                               12

     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.

13   INT. TRAIN - NIGHT                                              13

     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.

14   EXT. TRAIN STATION - NIGHT                                      14

     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.

15   INT./EXT. JOEL'S CAR - NIGHT                                    15

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

                           JOEL
                Hi.   I could give you a ride if you need.

                          CLEMENTINE
                No, that's okay. Thanks, though.

                            JOEL
                You sure?    It's cold.

                            CLEMENTINE
                Yeah?    It is frosty.

     He pulls over.   She climbs in.     They drive.

                          JOEL
                Where do you live?

                          CLEMENTINE
                You're not a stalker or anything, right?

                          JOEL
                Stalker Channing. No, that's not really
                a color, is it? Quit while I'm ahead.

                          CLEMENTINE
                You can't be too careful about stalkers.
                I've been stalked.
                          (MORE)

                                                       (CONTINUED)
                                                                13.
15   CONTINUED:                                                        15

                            CLEMENTINE (CONT'D)
                  I've been told by experts I'm highly
                  stalkable. I don't need that.

                            JOEL
                  I'm not a stalker.   You talked to me,
                  remember?

                            CLEMENTINE
                  That's the oldest trick in the stalker
                  book.
                      (beat)
                  You know Sherman Drive?

                             JOEL
                  Yeah.

                            CLEMENTINE
                  Sherman Drive. Near the high school.

     Joel turns.   They drive in silence.

                            CLEMENTINE (CONT'D)
                  Look, I'm very sorry I came off sort of
                  nutso. I'm not really.

                            JOEL
                  That's okay. I didn't think you were.

     There's a silence.      She broods.

                            CLEMENTINE
                  Well, I am. Okay?
                      (pointing to a house)
                  Me.

     Joel pulls over.

                            CLEMENTINE (CONT'D)
                  Thanks very much. That was very nice of
                  you.

                            JOEL
                  Oh, well, I wouldn't want to be nice --

                            CLEMENTINE
                  Jesus, I'm full of shit. I already told
                  you that.
                      (pause)
                  Anyway. See ya. Happy Valentine's Day.

     He looks at her.     Clementine opens the car door.

                             JOEL
                  You too.   I enjoyed meeting you.
                                                         (CONTINUED)
                                                             14.
15   CONTINUED: (2)                                                 15

                          CLEMENTINE
                    (turning back)
                Hey, do you want to have a drink?   I have
                lots of drinks. And I could --

                          JOEL
                Um --

                          CLEMENTINE
                Never mind. Sorry, that was stupid.    I'm
                embarrassed. Good night, Joel.

16   INT. CLEMENTINE'S APARTMENT - NIGHT                            16

     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
                Thanks! I like it, too. Been here about
                four years. It's really cheap. My
                downstairs neighbor is old so she's
                quiet, which is great. And the
                landlord's sweet, which is bizarre, but
                great, and I have a little porch in the
                back, which is great, because I can read
                there, and listen to my crickets and...

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

                          CLEMENTINE (CONT'D)
                Two blue ruins...

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

                          CLEMENTINE (CONT'D)
                You like that?

                          JOEL
                Very much.

                          CLEMENTINE
                This... this guy gave that to me, just,
                like, recently. I like it, too. I like
                crows. I think I used to be a crow.

     She caws and hands Joel a drink.




                                                      (CONTINUED)
                                                              15.
16   CONTINUED:                                                      16

                            JOEL
                  Thanks. That's a good caw you did.   Your
                  caw is something to crow about.

                            CLEMENTINE
                  Huh?

     Joel shakes his head embarrassedly and mumbles something.

                            CLEMENTINE (CONT'D)
                  Do you believe in that stuff?
                  Reincarnation?

                            JOEL
                  I don't know.

                            CLEMENTINE
                  Me neither. Oh, there's an inscription
                  on the back.

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

                            JOEL
                  Frost?

                            CLEMENTINE
                      (impressed)
                  Yeah. I'm not, like, a Robert Frost
                  lover by any stretch. His stuff seems
                  strictly grade school to me. But this
                  made me cry for some reason. Maybe
                  because it is grade school. Y'know?

                            JOEL
                  It's pretty.

                            CLEMENTINE
                  I miss grade school. I don't know why
                  I'm calling it grade school all of a
                  sudden. When I went we called it
                  elementary school. But I like grade
                  school better. Sounds like something
                  someone from the forties would call it.
                  I'd like to be from then. Everyone wore
                  hats. Anyway, cheers!

                            JOEL
                  Cheers.

     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.


                                                       (CONTINUED)
                                                               16.
16   CONTINUED: (2)                                                   16

                          CLEMENTINE
                God, that feels so fucking good.     Take
                yours off.

                            JOEL
                I'm fine.

                           CLEMENTINE
                Yeah?   Well, have a seat, anyway.

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

                          CLEMENTINE (CONT'D)
                Ready for another?

                          JOEL
                No, I'm okay for now.

     She heads toward the kitchen with her glass.

                          CLEMENTINE
                Well, I'm ready. Put some music on.

     Joel crosses to the CD's and studies them.

                          JOEL
                What do you want to hear?

                          CLEMENTINE (O.S.)
                You pick it.

                          JOEL
                You just say. I'm not really --

                          CLEMENTINE (O.S.)
                I don't know! I can't see them from
                here, Joel! Just pick something good.

     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.

                          CLEMENTINE (CONT'D)
                Oh, excellent choice.

     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.

                            CLEMENTINE (CONT'D)
                Mmmmmmm.    Way to go, Joel. You pick
                good.


                                                        (CONTINUED)
                                                               17.
16   CONTINUED: (3)                                                  16

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

                          JOEL
                Well, I should probably get going.

                          CLEMENTINE
                No, stay. Just for a little while.
                    (opens her eyes, brightly)
                Refill?

                          JOEL
                No, I sort of have to go and --

                          CLEMENTINE
                Stop mumbling.

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

                          CLEMENTINE (CONT'D) (O.S.) (CONT'D)
                God bless alcohol, is what I say. Where
                would I be without it. Jesus, Mary, and
                Joseph, maybe I don't want to think about
                that.

     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
                Thanks.

                          CLEMENTINE
                Drink up, young man. It'll make the
                whole seduction part less repugnant.

     Joel looks a little alarmed.

                          CLEMENTINE (CONT'D)
                I'm just kidding. C'mon. Or was I?

     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.

                          CLEMENTINE (CONT'D)
                Y'know, I'm sort of psychic.




                                                       (CONTINUED)
                                                            18.
16   CONTINUED: (4)                                                16

                          JOEL
                Yeah?

                          CLEMENTINE
                Well, I go to a psychic and she's always
                telling me I'm psychic. She should know.
                Do you believe in that stuff?

                          JOEL
                I don't know.

                          CLEMENTINE
                Me neither. But sometimes I have
                premonitions, so, I don't know. Maybe
                that's just coincidence. Right? Y'know,
                you think something and then it happens,
                or you think a word and then someone says
                it? Y'know?

                          JOEL
                Yeah, I don't know.   It's hard to know.

                          CLEMENTINE
                Exactly. Exactly! That's exactly my
                feeling about it. It's hard to know.
                Like, okay, but how many times do I think
                something and it doesn't happen? That's
                what you're saying, right? You forget
                about those times. Right?

                          JOEL
                Yeah, I guess. The human mind creates
                order where there is none.

                          CLEMENTINE
                    (dreamy beat)
                But I think I am. I like to think I am.
                It's helpful to think there's some order
                to things. You're kind of closed-
                mouthed, aren't you?

                          JOEL
                Sorry. My life isn't that interesting.
                I go to work. I go home. I don't know
                what to say. You should read my journal.
                It's just, like, blank.

                          CLEMENTINE
                    (considers this)
                Does that make you sad? Or anxious? I'm
                always anxious thinking I'm not living my
                life to the fullest, y'know? Taking
                advantage of every possibility?
                          (MORE)

                                                     (CONTINUED)
                                                            19.
16   CONTINUED: (5)                                                16

                          CLEMENTINE (CONT'D)
                Just making sure that I'm not wasting one
                second of the little time I have.

                          JOEL
                I think about that.

     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.

                          CLEMENTINE
                You're really nice. I'm sorry I yelled
                at you before about it. God, I'm
                dreadful.

                          JOEL
                I have a tendency to use that word too
                much. It is a little nondescript.

                          CLEMENTINE
                I like you. That's the thing about my
                psychic thing. I think that's my
                greatest psychic power, that I get a
                sense about people. My problem is I
                never trust it. But I get it. And with
                you I get that you're a really good guy.

                          JOEL
                Thanks.

                          CLEMENTINE
                And, anyway, you sell yourself short. I
                can tell. There's a lot of stuff going
                on in your brain. I can tell. My
                goal... can I tell you my goal?

                          JOEL
                    (mock put out)
                Yeah, I guess.

                          CLEMENTINE
                    (ala Paul Simon)
                What's the goal, Joel?
                    (laughs)
                My goal, Joel, is to just let it flow
                through me? Do you know what I mean?
                It's like, there's all these emotions and
                ideas and they come quick and they change
                and they leave and they come back in a
                different form and I think we're all
                taught we should be consistent. Y'know?
                You love someone -- that's it. Forever.
                You choose to do something with your life
                -- that's it, that's what you do.
                          (MORE)
                                                     (CONTINUED)
                                                               20.
16   CONTINUED: (6)                                                   16

                          CLEMENTINE (CONT'D)
                It's a sign of maturity to stick with
                that and see things through. And my
                feeling is that's how you die, because
                you stop listening to what is true, and
                what is true is constantly changing. You
                know?

                           JOEL
                Yeah.   I think so.   It's hard to --

                          CLEMENTINE
                Like I wanted to talk to you. I didn't
                need any more reason to do it. Who knows
                what bigger cosmic reason might exist?

                            JOEL
                Yeah.

                          CLEMENTINE
                I'm gonna marry you!    I know it!

                            JOEL
                Um, okay.

                          CLEMENTINE
                    (laughing)
                You're very nice. God, I have to stop
                saying that. You're nervous around me,
                huh?

                           JOEL
                No.   Yeah. Sort of.    Not really.

                          CLEMENTINE
                I'm nervous. You don't need to be
                nervous around me, though. I like you.
                Do you think I'm repulsively fat?

                          JOEL
                No, not at all.

                          CLEMENTINE
                I don't either. I used to. But I'm
                through with that. Y'know, if I don't
                love my body, then I'm just lost. You
                know? With all the wrinkles and scars
                and the general falling apart that's
                coming 'round the bend. You ever inhale
                hairspray? Fucking good high. I don't
                anymore. It causes cellulite.
                    (beat)
                So, I've been seeing this guy...

     Joel looks slightly crestfallen.

                                                        (CONTINUED)
                                                            21.
16   CONTINUED: (7)                                               16

                          CLEMENTINE (CONT'D)
                    (off his reaction)
                Oh, Joel, you're so sweet! Yay!
                    (kisses him on the cheek)
                Just been seeing him for the last week.
                He's kind of a kid. Kind of a goofball,
                but he's really stuck on me, which is
                flattering. Who wouldn't like that? And
                he's, like, a dope, but he says these
                smart and moving things sometimes, out of
                nowhere, that just break my heart. He's
                the one who gave me that crow photograph.

                            JOEL
                Oh, yeah.    Caw.

                          CLEMENTINE
                It made me cry. But, anyway, we went up
                to Boston, because I had this urge to lie
                on my back on the Charles River. It gets
                frozen this time of year.

                          JOEL
                That sounds scary.

                          CLEMENTINE
                Exactly! I used to do it in college and
                I had this urge to go do it again, so I
                got Patrick and we drove all night to get
                there and he was sweet and said nice
                things to me, but I was really
                disappointed to be there with him.
                Y'know? And that's where my psychic
                stuff comes in. Like, it just isn't
                right with him. Y'know?

                          JOEL
                I think so. I had a girlfriend two years
                ago and just yesterday --

                          CLEMENTINE
                I don't believe in that soulmate crap
                anymore, but... Patrick says so many
                great things. We like the same writers.
                This writer Joel Townsley Rogers he
                turned me on to.

                          JOEL
                Yeah, he's one of my favorites. I saw
                you had his book in your purse. One of
                the oddest locked room mysteries.




                                                    (CONTINUED)
                                                             22.
16   CONTINUED: (8)                                                16

                          CLEMENTINE
                And this kid's cute, too. It's fucked
                up. I mean, here it is Valentine's Day
                and I can't bring myself to call him.
                    (beat)
                Joel, you should come up to the Charles
                with me sometime.

                           JOEL
                Okay.

                           CLEMENTINE
                Yeah?   Oh, great!

     She sits closer to him.

                          CLEMENTINE (CONT'D)
                I'll pack a picnic -- a night picnic --
                night picnics and different -- and --

                          JOEL
                    (shy)
                Sounds good. But right now I should go.

                          CLEMENTINE
                    (pause)
                You should stay.

                          JOEL
                I have to get up early in the morning
                tomorrow, so...

                          CLEMENTINE
                    (beat)
                Okay.

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

                          CLEMENTINE (CONT'D)
                I would like you to call me. Would you
                do that? I would like it.

                           JOEL
                Yes.

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




                                                     (CONTINUED)
                                                              23.
16    CONTINUED: (9)                                                 16

                           JOEL (CONT'D)
                 I don't think your personality comes out
                 of a tube. I think the hair is just... a
                 pretty topping.

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

                           JOEL (CONT'D)
                     (shyly formal)
                 So, I enjoyed meeting you.

                           CLEMENTINE
                 You'll call me, right?

                             JOEL
                 Yeah.

                             CLEMENTINE
                 When?

                             JOEL
                 Tomorrow?

                           CLEMENTINE
                 Tonight. Just to test out the phone
                 lines and all.

                             JOEL
                 Okay.

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

                           CLEMENTINE
                 And wish me a happy Valentine's Day when
                 you call! That'd be nice!

17    INT./EXT. JOEL'S CAR - NIGHT                                   17

      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.

17A   INT. VAN - NIGHT                                           17A

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

                           STAN
                 I can't see any numbers.




                                                       (CONTINUED)
                                                                  24.
17A   CONTINUED:                                                    17A

                             PATRICK
                       (squinting)
                   One-thirty-seven?

      Joel appears from the side of the house.

                              STAN
                   There!   That's him, right?

                             PATRICK
                   I think so.

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

18    EXT. JOEL'S APARTMENT BUILDING - CONTINUOUS                      18   *

      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.

19    INT. JOEL'S APARTMENT ENTRANCEWAY - CONTINUOUS                   19   *

      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.

                             FRANK
                   Joel.

                             JOEL
                   Frank.

      The man opens his mailbox, sifts through some envelopes.

                             FRANK
                   Jesus, shit. The only Valentine's Day
                   cards I get are from my mother. How
                   pathetic is that?

      Joel chuckles, distracted.

                             FRANK (CONT'D)
                   You're lucky you have Clementine, man.
                   She's way cool.




                                                         (CONTINUED)
                                                            25.
19   CONTINUED:                                                   19

     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.

                            FRANK (CONT'D)
                  Any big Valentine's plans with her?

                            JOEL
                  No.

     Joel continues to stare at the yellow envelope.

                            FRANK
                  It's only a day away, better make
                  reservations somewhere. Don't want to
                  end up at Mickey D's.

     The guy laughs.    Joel smiles wanly.

                            FRANK (CONT'D)
                  McRomance!

     The guy laughs again, too much.

                            FRANK (CONT'D)
                  Do you want fries with that shake?

                            JOEL
                  I've got to get to bed, Frank.

     Frank looks at his watch.

                            FRANK
                  It's 8:30.

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

                            FRANK (CONT'D)
                  What's with the dots?

20   INT. JOEL'S APARTMENT - CONTINUOUS                           20   *

     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.
                                                             26.


21   INT./EXT. VAN - CONTINUOUS                                     21   *

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

                          PATRICK
                    (singing under breath)
                She's a maniac, maniac on the floor --

                          STAN
                Patrick, stop it.

     Silence.

                          PATRICK
                    (singing unconsciously)
                -- and she's dancing like she's never
                danced before --

     The lights in Joel's apartment click off.

                          PATRICK (CONT'D)
                Show time at the Apollo.

     The two guys get out of the van.

22   EXT. VAN - CONTINUOUS                                          22   *

     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.

23   INT. JOEL'S APARTMENT BUILDING - MOMENTS LATER                 23   *

     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.

                                                          BLACK.

24   INT. JOEL'S APARTMENT - NIGHT                                  24

     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.




                                                      (CONTINUED)
                                                               27.
24   CONTINUED:                                                      24

                            VOICE-OVER
                  Everything ready? Are they out there?

     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.

                            RECORDED VOICE
                  The number you have dialed is no longer
                  in service. Please check your number and
                  --

                            JOEL
                      (weepy)
                  Bye.

     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.

25   EXT. JOEL'S APARTMENT BUILDING - NIGHT                          25

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

                            VOICE-OVER
                  Them.

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

26   INT. JOEL'S APARTMENT ENTRANCEWAY - NIGHT                       26

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

                            MAN
                  Hey, Joel. What's up?

                            JOEL
                  Oh, hi, Frank.

     The man opens his mailbox, sifts through some envelopes.




                                                      (CONTINUED)
                                                               28.
26   CONTINUED:                                                       26

                            MAN
                  I only get Valentine's Day cards from my
                  mom. How sad is that?

     Joel chuckles.

                            MAN (CONT'D)
                  You're lucky you have Clementine, Joel.

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

                            MAN (CONT'D)
                  Any big Valentine's plans?

                            JOEL
                  No.

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

                            MAN
                  It's only a day away, better get --

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

27   INT. ROB AND CARRIE'S LIVING ROOM - NIGHT                        27

                            MAN
                  -- crackin'.

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

                            JOEL
                  ... so I get home from work tonight and
                  I'm just tired of the bullshit. It's
                  been going on long enough, so I call her,
                  I figure, y'know, Valentine's day is
                  three goddamn days away and I want this
                  resolved. I'm willing to be the one to
                  resolve it. So --

28   INT. JOEL'S APARTMENT - NIGHT                                    28

     Joel dials the phone.

                            VOICE-OVER
                  -- I called her.




                                                        (CONTINUED)
                                                              29.
28   CONTINUED:                                                     28

                            RECORDED VOICE ON TELEPHONE
                  The number you have dialed has been
                  disconnected. If you --

     Joel, startled, hangs up.

29   INT. STORE (ANTIC ATTIC) - NIGHT                               29

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

                            JOEL
                  I thought, what the hell...So I hurried
                  over to Antic Attic, y'know --

30   EXT. ANTIC ATTIC - NIGHT                                       30

     Quick shot of the exterior of Antic Attic.

31   INT. STORE (ANTIC ATTIC) - NIGHT                               31

                            JOEL
                  -- to look for something for her.

     - A saleswoman wraps the jewelry box in red paper.

                            JOEL (CONT'D)
                  I just thought, y'know, I'd go see her at
                  work, give her an early Valentine.
                  Because I'm going crazy.

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

32   INT. BARNES AND NOBLE BOOKSTORE - NIGHT                        32

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

                            JOEL
                      (quiet and mumbly)
                  What's wrong with your phone?

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

                            CLEMENTINE
                  I'm sorry, can I help you find something?

     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.



                                                      (CONTINUED)
                                                                   30.
32   CONTINUED:                                                           32

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

                            PATRICK
                  Hey, Clem-ato!

                              CLEMENTINE
                  Baby boy!

     They kiss.   Joel watches, confused and horrified.

                            CLEMENTINE (CONT'D)
                  What you doin' here, baaaaaaay-beeee?
                      (to Joel)
                  I'll be with you in a minute, sir.

33   INT. ROB AND CARRIE'S LIVING ROOM - NIGHT                            33

     Joel stops pacing, looks at Rob and Carrie.

                            JOEL
                  Why would she do that to me?

                            CARRIE
                  I don't know, honey.     It's horrible.

                            ROB
                  Does anyone want a joint?

                            CARRIE
                  Fuck, Rob. Just give it a rest.

                            JOEL
                  She's punishing me for being honest.       I
                  should just go to her house.

                            ROB
                  I don't think you should go there, man.

                            JOEL
                  Right, I don't want to seem desperate.

                            CARRIE
                  Maybe you need to look at this as a sign
                  to move on. Just make a clean break.

                            ROB
                  Joel, look, the thing is --

                              CARRIE
                  Rob!



                                                            (CONTINUED)
                                                               31.
33    CONTINUED:                                                      33

                             ROB
                   What the fuck do you suggest, Carrie?
                   What's your brilliant, reasoned solution?

                             CARRIE
                   Jesus, does everything have to turn into
                   your shit about us? This is not about
                   us.

                            ROB
                   I agree. It's about Joel, who's an
                   adult. Not Mama Carrie's child.

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

33C   INT. ROB AND CARRIE'S KITCHEN - NIGHT                       33C

      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.

34    EXT. LACUNA - DAY                                               34

      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.

35    INT. LACUNA WAITING ROOM - MOMENTS LATER                        35   *

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

                             MARY
                       (into phone)
                   Good morning, Lacuna. No, I'm sorry,
                   that offer expired after the new year.
                   Yes. Certainly, we can fit you in on the
                   second. That's a Wednesday. Great.
                   Could you spell that please. Great and
                   we need a daytime phone. Terrific.
                             (MORE)

                                                        (CONTINUED)
                                                               32.
35   CONTINUED:                                                      35

                            MARY (CONT'D)
                  See you then.
                      (hangs up, speaks to Joel
                       without looking up)
                  May I help you?

                            JOEL
                  Joel Barish. I have an appointment with
                  Dr. Mierzwiak.

36   INT. LACUNA OFFICE HALL - MOMENTS LATER                         36   *

     Joel walks behind Mary.                                              *

                            MARY
                      (not looking back)
                  How are you today?

                            JOEL
                  Not too good.

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

                            STAN
                      (to Mary)
                  Boo.

                            MARY
                  Not now, Stan.   I'm working.

                            STAN
                  Sorry. I just --
                      (to Joel)
                  Sorry. I was just --

                            MARY
                  Here we are, Mr. Barish.

     Mary shows Joel Mierzwiak's office.

37   INT. LACUNA, HOWARD'S OFFICE - DAY                              37

     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.

                            MIERZWIAK
                      (to Joel)
                  You should not have seen this.   I
                  apologize.

                            JOEL
                  This is a hoax, right?   This is Clem's --

                                                       (CONTINUED)
                                                                    33.
37   CONTINUED:                                                           37

                            MIERZWIAK
                  I assure you, no.

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

                            JOEL
                  There is no such thing as this!

                            MIERZWIAK
                  Look, our files are confidential, Mr.
                  Barish, so I can't show you evidence.
                  Suffice it to say Ms. Kruczynski was not
                  ...

38   INT. ROB AND CARRIE'S KITCHEN - DAY / INT. LACUNA - DAY              38

     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.

                             CARRIE
                  Rob!   For God's sake!

                            ROB
                  I'm making my birdhouse!

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

                            CARRIE
                  Joel, Clementine met some woman on line
                  at the supermarket, the woman told her
                  about this company, Lacuna. She decided
                  to erase you, almost as a lark.

                             JOEL
                  A lark?!

     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.




                                                         (CONTINUED)
                                                                34.
38   CONTINUED:                                                       38

               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.

39   INT. JOEL'S CAR - NIGHT                                          39

     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.

40   INT. LACUNA, MIERZWIAK'S OFFICE - NIGHT                          40

     Joel barges in followed by Mary.     Mierzwiak looks alarmed.

                            MARY
                  I'm so sorry, Howard.   He just --

                            JOEL
                  Okay, I want it done!   Now!

                            MARY
                  I told him pre-Valentine's Day is our
                  busy time and --

                            MIERZWIAK
                  It's okay, Mary.

                             MARY
                  Really?   There are people waiting and --

                            MIERZWIAK
                  Mr. Barish is in an unenviable position
                  for which we bear some responsibility and
                  we need to take that into consideration.

                            MARY
                  Of course. You're right, Howard.

     She exits.

                            MIERZWIAK
                  Now, then, Mr. Barish, first thing we
                  need you to do is go home and --
                                                             35.


41   INT. JOEL'S APARTMENT - DAY                                   41

     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.                                                            *

                          MIERZWIAK'S VOICE
                We'll use these items to --

42   EXT. NEW YORK STREET - DAY                                    42

     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.

                          MIERZWIAK'S VOICE
                -- create a map of Clementine --                        *

43   INT. LACUNA WAITING ROOM - DAY                                43

     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.

                          MIERZWIAK'S VOICE
                -- in your brain.

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

                          MARY
                How are you today, Mr. Barish?


                                                     (CONTINUED)
                                                                36.
43   CONTINUED:                                                        43

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

                            MIERZWIAK
                  Mr. Barish?

44   INT. LACUNA HALLWAY - DAY                                         44

     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.

                            MIERZWIAK
                  February is very busy because of
                  Valentine's Day.

     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.

                            MIERZWIAK (CONT'D)
                  This is Stan Fink, one of our most
                  skilled and experienced technicians.
                  He'll be handling your case tonight.

     Stan approaches Joel and shakes his hand.

                            STAN
                  Great to meet you, Mr. Barish.

     Joel looks at the equipment in the lab.

45   INT. MIERZWIAK'S OFFICE - DAY                                     45

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

                            MIERZWIAK
                  We'll start here. You and I will chat a
                  little. I'll tape record our session, if
                  you don't mind, and we'll get a sense of
                  the memory you wish to erase. Okay?

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

                            MIERZWIAK (CONT'D)
                  So please tell me your name and who you
                  are here to erase.




                                                         (CONTINUED)
                                                               37.
45   CONTINUED:                                                       45

                            JOEL
                  My name is Joel Barish and I'm here to
                  erase Clementine Kruczynski.

                            MIERZWIAK
                  Very good. Tell me about Clementine.

                            JOEL
                  Um, like what?

                            MIERZWIAK
                  Everything. We'll need everything.
                      (off Joel's confused look)
                  Just begin talking. I'll direct the
                  conversation as need be.

                            JOEL
                  Um, well, y'know, I was living with this
                  woman Naomi, about two years ago, and my
                  friends Rob and Carrie invited us to a
                  party on the beach. Naomi couldn't go.
                  She was working on a paper for school.
                  So I went. I didn't really want to
                  either. I don't like parties. But I
                  went. And Clementine was there. In her
                  orange sweatshirt. And her hair. She
                  was really special.

     Later.

                            JOEL (CONT'D)
                  I mean, the whole thing with the hair?
                  It's all bullshit. And it's sort of
                  pathetic when you're thirty and you're
                  still doing that shit.

     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
                  Sorry.

     Patrick exits.

                            JOEL
                  So, um, I really liked her for some
                  reason, down there by the ocean. I fall
                  in love easily...

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


                                                        (CONTINUED)
                                                               38.


46A   INT. LAB - DAY                                                 46A

      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.

                           MIERZWIAK
                 We'll start with your most recent
                 memories and go backwards -- more or
                 less. There is an emotional core to each
                 of our memories -- As we eradicate this
                 core, it starts its degradation process --
                 By the time you wake up in the morning,
                 all memories we've targeted will have
                 withered and disappeared. As in a dream
                 upon waking.

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

                           JOEL
                 Is there any risk of brain damage?

                           MIERZWIAK
                 Well, technically, the procedure itself
                 is brain damage, but on a par with a
                 night of heavy drinking. Nothing you'll
                 miss.

47    INT. LACUNA LAB - DAY                                          47

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

                           STANDING JOEL
                     (confused, disoriented)
                 Why am I -- I don't understand what I'm
                 looking at.

                           STAN
                     (turning to Standing Joel)
                 Well, we're going to create a map of your
                 brain and --




                                                       (CONTINUED)
                                                               39.
47   CONTINUED:                                                      47

                            STANDING JOEL
                  But how am I -- standing here and -- Oh
                  my God, deja vu! Deja vu!
                      (holding head)
                  This is so --

                            MIERZWIAK
                  So, let's get started -- If we want to
                  get the procedure...

               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?

                            MIERZWIAK (CONT'D)
                      (looking around at faded room)
                  I suppose so, yes. This looks about
                  right. This is what it would look like.
                      (back into memory)
                  Stan, if you will...

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

                            STAN
                  Study this object, if you will.

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

                            STAN (CONT'D)
                  Very good.

     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.

                             STAN (CONT'D)
                  Good.   We're getting healthy read-outs.


                                                       (CONTINUED)
                                                                40.
47   CONTINUED: (2)                                                   47

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

                          STAN'S VOICE
                Patrick, do me a favor --

                          JOEL
                    (trying to remember)
                Patrick, Patrick, Patrick, Patrick,
                Patrick....

                          PATRICK'S VOICE
                Yeah, Stan?

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

                          STAN'S VOICE
                Check the voltage levels. I'm not wiping
                as clean as I would like here.

     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.

48   INT. JOEL'S APARTMENT - NIGHT                                    48

     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
                The voltage looks fine.

                          STAN
                Then check the connections.

     Patrick fiddles with some jacks.

                          PATRICK
                Does that help?

                          STAN
                Yeah, that looks better.    Thanks.
                                                               41.


49   INT. LACUNA LAB ROOM - DAY                                      49

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

                          MIERZWIAK
                Ah, your journal. This will be
                invaluable.

                          STAN
                    (reading)
                I met someone tonight. Oh, Christ. I
                don't know what to do. Her name is
                Clementine and she's amazing. So alive
                and spontaneous and passionate and
                sensitive. Things with Naomi and I have
                been stagnant for so long.

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

                          STAN'S VOICE
                I think we got this one.   Let's push on.

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

                          PATRICK'S VOICE
                So, this place is kind of a dump, don't
                you think?

50   INT. JOEL'S APARTMENT - NIGHT                                   50

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

                          STAN
                    (uninterested)
                It's an apartment.

                          PATRICK
                Not a dump, then, but kind of plain.
                Uninspired. And there's a stale smell.
                Sort of stuffy. I don't know. Eggy?

                          STAN
                Patrick, let's just get through this.   We
                have a long night ahead of us.

                          PATRICK
                Yeah.

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


                                                     (CONTINUED)
                                                              42.
50   CONTINUED:                                                     50

                            PATRICK (CONT'D)
                  So who do you think is better-looking, me
                  or this guy?

     Stan glances sideways at Patrick.

51   INT. JOEL'S APARTMENT - NIGHT                                  51

     Joel sits in his dark, vague room and listens.

                            STAN'S VOICE
                  Listen, Mary's coming over tonight.

52   INT. JOEL'S APARTMENT - NIGHT                                  52

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

                            PATRICK
                  Yeah?

                            STAN
                  Just wanted to let you know.

                            PATRICK
                  I like Mary. I like when she comes to
                  visit. I just don't think she likes me.

                            STAN
                  She likes you okay.

                            PATRICK
                  I wonder if I should invite my girlfriend
                  over, too. I have a girlfriend now.

                            STAN
                  You can if you want.

                            PATRICK
                  Did I tell you I have a new girlfriend?

                            STAN
                      (re: memory on monitor)
                  This one's history. Moving on...

                            PATRICK
                  The thing is ... my situation is a little
                  weird. My girlfriend situation.

                            STAN
                  Patrick, we need to focus.
                                                                43.


53   INT. JOEL'S APARTMENT - NIGHT                                     53

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

                            CLEMENTINE
                Yo ho ho!

               JOEL                                 VOICE-OVER
     It's three.                         Shit.   The last time I saw
                                         you.

                          CLEMENTINE (CONT'D)
                Anyhoo, sweetie, I done a bad thing.      I
                kinda sorta wrecked your car...

                          JOEL
                You're driving drunk.    It's pathetic.

                          CLEMENTINE
                ...a little. I was a little tipsy.
                Don't call me pathetic.

                          JOEL
                Well it is pathetic. And fucking
                irresponsible. You could've killed
                somebody.

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

                          JOEL (CONT'D)
                I don't know, maybe you did kill
                somebody.

               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.

                          JOEL (CONT'D)
                And what are you like? A wino?

                          CLEMENTINE
                A wino? Jesus. Are you from the
                fifties? A wino!
                    (laughs)
                Face it, Joel.
                          (MORE)




                                                        (CONTINUED)
                                                                  44.
53    CONTINUED:                                                        53

                             CLEMENTINE (CONT'D)
                   You're freaked out because I was out late
                   without you, and in your little wormy
                   brain, you're trying to figure out, did
                   she fuck someone tonight?

                             JOEL
                   No, see, Clem, I assume you fucked
                   someone tonight. Isn't that how you get
                   people to like you?

      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.

                             JOEL (CONT'D)
                   I'm sorry. Okay? I didn't mean that. I
                   just... I was just... annoyed, I guess.

      Clementine is out the door.    Joel follows.

53A   INT. HALLWAY - NIGHT                                           53A

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

54    EXT. JOEL'S STREET - NIGHT                                        54

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

55    INT./EXT. JOEL'S CAR - NIGHT                                      55

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

                             JOEL
                   Let me drive you home.

                             CLEMENTINE
                       (without turning)
                   Fuck you, Joel. Faggot.

                             JOEL
                       (screaming)
                   Look at it out here. It's falling apart.
                   I'm erasing you. And I'm happy.

      She keeps clomping.

                             JOEL (CONT'D)
                   You did it to me first.   I can't believe
                   you did this to me.

      He stops the car, gets out.
                                                              45.


56   EXT. STREET - NIGHT                                            56

     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.

                           JOEL
                     (yelling after her)
                 By morning you'll be gone!   Ha!

     She keeps walking.    Joel runs after her.

                           JOEL (CONT'D)
                 You hear me? You'll be gone! A perfect
                 ending to this piece of shit story!

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

                           PATRICK'S VOICE
                 See, remember that girl? The one we did
                 last week? The one with the potatoes?

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

                           STAN'S VOICE
                 Yeah, that's this guy's girlfriend.   Was.

57   INT. JOEL'S APARTMENT - NIGHT                                  57

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

                           PATRICK
                 I gotta tell you something. I kind of
                 fell in love with her that night.

                           STAN
                 She was unconscious, Patrick.

                           PATRICK
                 She was beautiful. So sweet and funky
                 and voluptuous. Crazy hair. I kind of
                 stole a pair of her panties, is what.

                           STAN
                 Jesus, Patrick!
                                                              46.


58   EXT. STREET - NIGHT                                             58

     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.

                          PATRICK'S VOICE
                I know. It's not like... I mean, they
                were clean and all.

                          STAN'S VOICE
                Look, just don't tell me this stuff.    I
                don't want to know this shit.

                          PATRICK'S VOICE
                Yeah, okay.

                          STAN'S VOICE
                We have work to do.

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

59   INT. JOEL'S APARTMENT - NIGHT                                   59

     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.

                          PATRICK'S VOICE
                Okay, but there's more.

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

                          PATRICK'S VOICE (CONT'D)
                After we did her, I went to where she
                works and I asked her out.

                           JOEL
                Jesus!

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

                          STAN'S VOICE
                Patrick... do you know how unethical...

                          JOEL
                There's some guy here who stole your
                underwear.




                                                       (CONTINUED)
                                                                47.
59   CONTINUED:                                                       59

                            CLEMENTINE
                  Where?

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

                            CLEMENTINE (CONT'D)
                  I don't see anyone.

     Joel finds himself in --

60   INT. JOEL'S APARTMENT - NIGHT                                    60

     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.

                            CLEMENTINE
                  How can you watch this crap?    I'm fucking
                  crawling out of my skin.

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

                            CLEMENTINE (CONT'D)
                  I should have left you at that flea
                  market.

61   EXT. FLEA MARKET - DAY                                           61

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

                            JOEL
                      (to Clementine)
                  Want to go?

                            CLEMENTINE
                      (wistful)
                  I want to have a baby.

                            JOEL
                  Let's talk about it later.

                            CLEMENTINE
                  No. I want to have a baby.     I have to
                  have a baby.

                            JOEL
                  I don't think we're ready.




                                                        (CONTINUED)
                                                              48.
61   CONTINUED:                                                      61

                            CLEMENTINE
                  You're not ready.

                            JOEL
                  Clementine, do you really think you could
                  take care of a kid?

     She turns violently toward him, glaring.

                            CLEMENTINE
                  What?!

                            JOEL
                      (mumbly)
                  I don't want to talk about this here.

                            CLEMENTINE
                  I can't hear you! I can never the fuck
                  understand what you're saying. Open your
                  goddamn mouth when you speak! Fucking
                  ventriloquist.

                            JOEL
                      (over-enunciating)
                  I don't want to talk about this here!

                            CLEMENTINE
                  We're fucking gonna talk about it!

     Joel looks around.    People are watching.

                            CLEMENTINE (CONT'D)
                  You can't fucking say something like that
                  and say you don't want to talk about it!

                            JOEL
                  Clem, I'm sorry.   I shouldn't have --

                            CLEMENTINE
                      (screaming now and weeping)
                  I'd make a fucking good mother! I love
                  children! I'm creative and smart and I'd
                  make a fucking great mother! It's you!
                  It's you who can't commit to anything!
                  You have no idea how lucky you are I'm
                  interested in you!

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

                            JOEL
                  Oh, thank God.   It's going.



                                                       (CONTINUED)
                                                             49.
61   CONTINUED: (2)                                                 61

                          CLEMENTINE
                I don't even know why I am! I should
                just end it right here, Joel. Leave you
                at the flea market with the stupid
                costume jewelry. Maybe you could find a
                nice antique rocking chair to die in!

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

                          JOEL
                It's going, Clementine. All the crap and
                hurt and disappointment. It's all being
                wiped away.

     She looks up at him.

                            CLEMENTINE
                I'm glad.

     Their eyes lock.   She is fading before his eyes.

                            JOEL
                Me, too.



63   INT. BAR - NIGHT                                               63

     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.

                          CLEMENTINE
                Joel, this is Mark. He likes my boobs.
                He came over special to tell me that.
                Isn't that nice. He doesn't think I'm
                fat.

     The scene starts to fade.     Mark rises.

                          MARK
                I didn't know she was with someone,
                buddy.

                          JOEL
                I don't think she's aware of it either,
                buddy.

                          CLEMENTINE
                S'okay, Marky-Mark. Joel doesn't like my
                boobs.
                          (MORE)


                                                      (CONTINUED)
                                                                50.
63   CONTINUED:                                                       63

                            CLEMENTINE (CONT'D)
                      (stage whisper)
                  I don't think he likes girls.

     The bar gets quiet and vague.

                            JOEL
                  You're drunk.

                            CLEMENTINE
                  You're a whiz kid. So perceptive, so --

     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.

                            BARTENDER
                  That's your doorbell, isn't it, Joel?

64   INT. JOEL'S APARTMENT - NIGHT                                    64

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

                            MARY
                      (coolly)
                  Oh, hey, Patrick.

                              PATRICK
                  Hi, Mary.    How's it going?

     She walks in past him.

                              STAN
                  Hey, you.

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

                            MARY
                  It's freezing out.

                            STAN
                  You found us okay?

                            MARY
                  Yeah.
                      (re: Joel)
                  Poor guy.

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


                                                        (CONTINUED)
                                                                51.
64   CONTINUED:                                                        64

                            MARY (CONT'D)
                  Is there anything real to drink?

                            STAN
                  We haven't checked.

                            MARY
                  Well, allow me to do the honors. It's
                  fucking freezing and I need something.

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

                            PATRICK
                  Mary hates me. I've never been popular
                  with the ladies.

                            STAN
                  Maybe if you stopped stealing their
                  panties.

                            PATRICK
                      (guilty beat)
                  Okay, there's more, Stan --

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

                              MARY
                  Hey, hey.

     She pours the whiskey.

                            MARY (CONT'D)
                  Oh, Patrick, you didn't want any, did
                  you?

                            PATRICK
                  Nah, I don't know.    That's okay.

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

                            MARY
                  Blessed are the forgetful, for they get
                  the better even of their blunders.

     Mary and Stan click glasses.

                            MARY (CONT'D)
                  Nietzsche. Beyond Good and Evil.      Found
                  it in my Bartletts.




                                                         (CONTINUED)
                                                             52.
64   CONTINUED: (2)                                                 64

                          STAN
                That's a good one.

                          MARY
                Yeah, I can't wait to tell Howard!

                          STAN
                    (a little sulky)
                It's a good one all right.

                          PATRICK
                What's your Bartlett's?

                          STAN
                It's a quote book.

                          MARY
                I love quotes. So did Winston Churchill.
                He actually has a quotation in Bartlett's
                about Bartlett's. Isn't that trippy?

                          PATRICK
                    (trying to engage)
                Yeah. Cool.

                          MARY
                "The quotations when engraved upon the
                memory give you good thoughts."

                           PATRICK
                Trippy.   It's like it turns in on itself.

                          MARY
                I like to read what smart people say. So
                many beautiful things. The human race is
                having this constant conversation with
                itself. Y'know?

                          STAN
                Yup.

                          MARY
                Don't you think Howard's like that?   Just
                so smart?

                          STAN
                    (beat)
                Yup.

                          PATRICK
                Definitely!




                                                      (CONTINUED)
                                                             53.
64   CONTINUED: (3)                                                64

                          MARY
                I think he'll be in Bartlett's one day.

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

                          PATRICK
                Definitely. Howard is pure Bartlett's.

65   INT. JOEL'S BEDROOM - NIGHT                                   65

     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.

                          CLEMENTINE
                You don't tell me things, Joel. I'm an
                open book. I tell you everything. Every
                damn embarrassing thing. You don't trust
                me.

                          JOEL
                You don't have to be afraid of silence,
                Clementine. Constantly talking isn't
                necessarily communicating.

                          CLEMENTINE
                    (takes this in)
                I don't do that. I want to know you. I
                don't constantly talk. Jesus. People
                have to share things. That's what
                intimacy is. I'm really pissed that you
                said that to me.

                          JOEL
                    (backing off)
                I'm sorry. I just don't have anything
                very interesting about my life.

                          CLEMENTINE
                Joel, you're a liar. You're like one of
                those locked room mysteries. I want to
                read some of those journals you're
                constantly scribbling in.
                    (complete monotone)
                What do you write in there if you don't
                have any thoughts or fears or passions or
                love?

     The scene is faded now.   The coffee mug is blank.
                                                               54.


66   INT. CHINESE RESTAURANT - NIGHT                                 66

     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.

                           CLEMENTINE
                 Good.

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

                           CLEMENTINE (CONT'D)
                 More?

                JOEL                              VOICE-OVER
     No.   Thanks.                      She's going to be drunk and
                                        stupid now.

     There's a silence.

                           CLEMENTINE (CONT'D)
                 Hey, would you do me a favor and clean
                 the goddamn hair off the soap when you're
                 done in the shower?

                            JOEL
                 Oh.   Yeah. Okay.

                           CLEMENTINE
                 It's really gross. It's just, y'know,
                 it's repulsive. Anyway...

     They continue to eat in silence as the scene dissolves.

                           PATRICK'S VOICE
                 Hi, Clementine!

     Joel looks around, surprised.

                           JOEL
                 Someone you know?

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



                                                      (CONTINUED)
                                                               55.
66   CONTINUED:                                                      66

                            PATRICK'S VOICE
                  Why, Clem-ato, what's wrong?

     Joel looks over and sees:

67   INT. BARNES AND NOBLE BOOKSTORE - NIGHT                         67

     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.

                            PATRICK
                  Hey, Clem-ato!

                             CLEMENTINE
                  Patrick!   Baby boy!

     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.

68   INT. CHINESE RESTAURANT - NIGHT                                 68

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

                            PATRICK'S VOICE
                  -- Oh, I'm sorry. -- Well, I'm not sure
                  I should come over right now, I kind of
                  have to study for my test --

69   INT. JOEL'S APARTMENT - NIGHT                                   69

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

                            PATRICK
                  Hold on. Let me ask my study partner.
                      (covering mouthpiece)
                  Stan, can I leave for a little while? My
                  girlfriend is very --

                            STAN
                  Patrick, we're in the middle of --

                            PATRICK
                  She's right in the neighborhood.   She's
                  upset.
                      (trying for camaraderie)
                  Women.


                                                       (CONTINUED)
                                                                56.
69   CONTINUED:                                                        69

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

                            MARY
                  Let him go, Stan.    I can help.

                              STAN
                        (sighing, to Patrick)
                  Go.

                            PATRICK
                      (quietly)
                  Mary hates me. She wants me to go.
                      (into phone)
                  I'll be right over, Tangerine.

     Joel, unconscious on the bed, jerks.

70   INT. VOID - DAY                                                   70

     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.

                              CLEMENTINE
                  You like?    I matched my sweatshirt
                  exactly.

     She twirls.

                            JOEL
                  I like it. You look like a tangerine.

                            CLEMENTINE
                  Clementeen the tangerine, I like that.

                            JOEL
                  How did he know to call you that?

                            CLEMENTINE
                  How did who know?

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

                            JOEL
                  Oh, God...

     Clementine is now on her side on the floor and Joel is next
     to her. The room becomes --
                                                            57.


71   INT. CLEMENTINE'S APARTMENT - NIGHT                          71

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

                           CLEMENTINE
                Joely...

                          JOEL
                Yeah, Tangerine?

                          CLEMENTINE
                Do you know The Velveteen Rabbit?

                           JOEL
                No.

                          CLEMENTINE
                It's my favorite book. Since I was a
                kid. It's about these toys. There's
                this part where the Skin Horse tells the
                Rabbit what it means to be real.
                    (crying, then laughing at
                     herself)
                I can't believe I'm crying already.
                    (reading from a worn copy of
                     the book)
                He says, "It takes a long time. That's
                why it doesn't often happen to people who
                break easily or have sharp edges, or who
                have to be carefully kept. Generally by
                the time you are Real, most of your hair
                has been loved off, and your eyes drop
                out and you get loose in the joints and
                very shabby. But these things don't
                matter at all, because once you are Real
                you can't be ugly, except to people who
                don't understand."

     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.

                          JOEL
                    (screaming)
                Mierzwiak! Mierzwiak!

     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.




                                                    (CONTINUED)
                                                             58.
71   CONTINUED:                                                    71

                            JOEL (CONT'D)
                  Please! Please! I've changed my mind!
                      (looks down at fading
                       Clementine, then at ceiling)
                  I don't want this. Wake me up! Stop the
                  procedure! Plea --

72   INT. JOEL'S APARTMENT - NIGHT                                 72

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

                            MARY
                  It's amazing, isn't it? Such a gift
                  Howard is giving the world.

                            STAN
                      (a sigh)
                  Yeah.

                            MARY
                  To let people begin again. It's
                  beautiful. You look at a baby and it's
                  so fresh, so clean, so free. Adults...
                  they're like this mess of anger and
                  phobias and sadness... hopelessness. And
                  Howard just makes it go away.

                            STAN
                  You, um, love him, don't you?

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

                            MARY
                  No.
                      (beat)
                  Besides, Howard's married, Stan. He's a
                  very serious and ethical man. I'm not
                  going to tempt him to betray all he
                  believes in.

                            STAN
                  That's cool.

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

73   EXT. CLEMENTINE'S STREET - NIGHT                              73

     Patrick, bundled up and carrying a full backpack, trudges
     down the block.                                                    *
                                                              59.


74   INT. CLEMENTINE'S APARTMENT - NIGHT                             74

     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.

                          PATRICK
                Oh, baby, what's going on?

                          CLEMENTINE
                I don't know. I'm lost. I'm scared. I
                feel like I'm disappearing. I'm getting
                old and nothing makes any sense to me.

                          PATRICK
                Oh, Tangerine.

                          CLEMENTINE
                Nothing makes any sense.    Nothing makes
                any sense.

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

                          CLEMENTINE (CONT'D)
                Come up to Boston with me?

                           PATRICK
                Sure.   We'll go next weekend and --

                          CLEMENTINE
                Now. Now! I have to go now.      I have to
                see the frozen Charles! Now!     Tonight!

                          PATRICK
                    (beat)
                I'll call my study partner.

                            CLEMENTINE
                Yay!    It'll be great!   I'll get my shit.

     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.

                          JOEL'S VOICE
                Hi, it's Joel. Please leave a message
                after the beep.

     Beep.

                          PATRICK
                    (whisper)
                Stan, it's Patrick.   Pick up.


                                                       (CONTINUED)
                                                              60.
74   CONTINUED:                                                     74

                            STAN'S VOICE
                  Hey, where are you?

                            PATRICK
                  I got into a situation with the old lady.
                  Can you handle things tonight alone? I'm
                  really sorry, man.

75   INT. JOEL'S APARTMENT - CONTINUOUS                             75   *

     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.

                            STAN
                  I can handle it. He's pretty much on
                  auto-pilot anyway.

76   INT. CLEMENTINE'S APARTMENT - DAY                              76   *

                            PATRICK
                  Thanks, Stan. I owe you big time.

     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:

                            CLEMENTINE'S VOICE
                  Dear, dear Joel: Thank you so much for
                  joining me on the Charles River last
                  night. I know how nervous you were about
                  stepping onto the ice, but that you
                  overcame your fear just to please me is
                  so fucking sweet I could eat you. I
                  will! -- When we watched the stars on
                  our backs and you took my hand and said,
                  "I could...

77   EXT. CHARLES RIVER - NIGHT                                     77

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

                            JOEL
                  ... die right now, Clem. I'm just...
                  happy. I've never felt that before. I'm
                  just exactly where I want to be.




                                                      (CONTINUED)
                                                              61.
77   CONTINUED:                                                     77

     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 (CONT'D)
                  Clem, no! Please! Oh, fuck! Please!
                      (screaming at the fading
                       crumbling night sky)
                  Can you hear me? I want to call it off!
                  I'll give you a sign! I'll give you a
                  sign!

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

78   INT. JOEL'S BEDROOM - CONTINUOUS                               78   *

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

79   EXT. CHARLES RIVER - CONTINUOUS                                79   *

     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
                  Please!

     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.
                                                                62.


82   INT. LACUNA MIERZWIAK'S OFFICE - NIGHT                           82

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

                          MIERZWIAK
                Why don't you start now by telling me
                everything you can remember about --

                          JOEL
                You have to stop this!

                           MIERZWIAK
                What?   What do you mean?

                          JOEL
                I don't know! You're erasing her from
                me! You erased me from her! I don't
                know! You got a thing... I'm in my bed!
                I know it. I'm in my brain! You're
                erasing Clementine! Right? I love her!
                But I won't when I wake up ... right? I
                won't know her, so... please, just leave
                me alone! Please.

                          MIERZWIAK
                Yes, but...I'm just something you're
                imagining, Joel. What can I do from
                here? I'm in your head, too. I'm you.

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

                           JOEL
                Look!   That guy!

     Joel sees a shadowy Patrick down the hall watching them.

                          MIERZWIAK
                He works here.
                    (oddly drawn out)
                That's Paaaaa-trick. Baaaby-boy.

                          JOEL
                He's stealing my identity. He stole my
                stuff. He's seducing my girl with my
                words and my things. He stole her
                panties! Jesus! Her panties!

     Joel runs from the office.
                                                                63.


82A   INT. HALL - NIGHT                                             82A

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

83    INT. CLEMENTINE'S APARTMENT - NIGHT                             83

      Patrick reads the letter.

                           CLEMENTINE'S VOICE
                 ... and when we made love right on the
                 ice it was absolutely freezing on my ass!
                 I just have to tell you that. It was
                 wonderful.

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

                           CLEMENTINE
                 I'm so excited. Yay!

                           PATRICK
                 I'm excited, too. Oh, and I wanted to
                 give you this. It's a little... thing.
                 Happy Early Valentine's Day.

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

                            CLEMENTINE
                 Wow.   What is it?

                           PATRICK
                 I don't know! Open it up!

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

                           CLEMENTINE
                     (slipping it on)
                 Oh! It's gorgeous.
                     (kisses him)
                 Just my taste. I've never gone out with
                 a guy who bought me a piece of jewelry I
                 liked.
                     (kisses him)
                 Thank you so much!

84    INT. JOEL'S APARTMENT - NIGHT                                   84

      Stan and Mary have sex on the floor next to Joel's bed.
                                                               64.


85   EXT. FOREST - DAY                                                85

     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.

                          CLEMENTINE
                Such a beautiful view.

                          JOEL
                    (looking at her)
                Yes.
                    (snapping out of memory)
                Shit! They're erasing you, Clem!

                          CLEMENTINE
                Oh, look at the flowers! What are those,
                tulips? I don't know fuck about flowers.

                         JOEL
                Focus! I hired them.     I'm sorry.   I'm so
                stupid! I'm --

                          CLEMENTINE
                Calm down, sweetie. Enjoy the scenery.

                          JOEL
                I need it to stop, before I wake up and
                don't know you anymore.

                          CLEMENTINE
                Okay, well, y'know, just tell them to
                cancel it then.

                          JOEL
                What the hell are you talking about?     I
                can't cancel it. I'm asleep.

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

                          CLEMENTINE
                    (cheerfully shaking him)
                Just wake yourself up!

                           JOEL
                Stop it.   I took some pill.   I can't just
                --

                          CLEMENTINE
                Joel, you're always so negative.      Just
                try. You never try anything.
                          (MORE)

                                                        (CONTINUED)
                                                                 65.
85    CONTINUED:                                                       85

                             CLEMENTINE (CONT'D)
                   Remember all the times I tried to get you
                   to taste sour cream and you wouldn't?
                   Remember? Then you tasted it and you
                   loved it.
                       (shakes him again)
                   I rest my case.

                             JOEL
                   Okay, fine. You want me to try? Will
                   that make you happy? Look, trying...

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

85A   INT. JOEL'S APARTMENT - NIGHT                                85A

      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.

85B   EXT. FOREST - DAY                                            85B

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

                             JOEL
                   It worked. For a second. But I couldn't
                   keep my eyes open. I couldn't move. It
                   wasn't going to work. I don't even think
                   anyone's there. It must be done
                   robotically or something.

                             CLEMENTINE
                   Well, isn't that just another one of
                   Joel's self-fulfilling prophecies. It's
                   more important to prove me wrong than to
                   actually --

                             JOEL
                   Look, I don't want to have this
                   discussion right now. Y'know? It didn't
                   work.

                             CLEMENTINE
                   Well, it did work.

                             JOEL
                   Fine, but I couldn't do anything once I
                   was there.

                              CLEMENTINE
                   Fine.   Then what? I'm listening.


                                                         (CONTINUED)
                                                                  66.
85B   CONTINUED:                                                    85B

                             JOEL
                   I don't know!
                       (blurting angrily)
                   You did it, too! You erased me first.
                   It's the only reason I'm doing it.

                             CLEMENTINE
                   I'm sorry. You know me.    I'm impulsive.

      He stares at her a long time, softens.

                             JOEL
                   It's what I love about you.

      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.

                             JOEL'S VOICE
                   That day...

      It's raining outside the window.

86    INT. JOEL'S APARTMENT - DAY                                        86

      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
                   Done?

                              CLEMENTINE
                   Nope.

                              JOEL
                   Poke.   Pokey. Pokemon.   Pocahontas.

      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.

                              CLEMENTINE
                   Done.   This book is weird.   But cool.


                                                           (CONTINUED)
                                                              67.
86    CONTINUED:                                                     86

      Joel turns the page.     They read.

                             CLEMENTINE (CONT'D)
                       (furrowing brow)
                   So I have an idea.

                             JOEL
                   Does it involve fucking?

                             CLEMENTINE
                   Seriously. I have another idea for this
                   thing, this problem. Like, okay, suppose
                   you want to keep me from being erased,
                   right? So, like, if you have memories of
                   me, that's where these eraser-guys go,
                   right?

                               JOEL
                   I assume.    I don't know.

                             CLEMENTINE
                       (formulating)
                   I mean, here. This is a memory of me.
                   The way you wanted to fuck on the couch
                   after you looked down at my crotch.

                             JOEL
                       (embarrassed)
                   Yeah.

                             CLEMENTINE
                   Well then they're coming here. So what
                   if you take me somewhere else, somewhere
                   where I don't belong?
                       (proud)
                   And we hide there till morning.

                             JOEL
                   No.  That's stu --
                       (considering)
                   Well, maybe it's not bad.

                             CLEMENTINE
                   It's fucking great. I'm a genius!

      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;


                                                       (CONTINUED)
                                                                68.
86A   CONTINUED:                                                  86A

      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.



88    INT. DATED KITCHEN - DAY                                        88

      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.

                             CLEMENTINE
                   Jesus, it worked.
                       (checking herself out)
                   I love this dress, man. Wish I could
                   take it with me. Who am I?

                             JOEL
                   Mrs. Hamlyn. I must be about four.
                       (oddly)
                   I want my mommy. She's busy. She's not
                   looking at me. No one ever looks at me!
                       (beat)
                   I want my mommy!

                             CLEMENTINE
                       (giggling)
                   This is sort of warped.

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

                             CLEMENTINE (CONT'D)
                   It's okay, Baby Joel.

                             JOEL
                       (crying still)
                   I want mommy.
                       (adult, to Clementine)
                   I don't want to lose you, Clem.

                             CLEMENTINE
                   I'm right here.




                                                       (CONTINUED)
                                                              69.
88   CONTINUED:                                                      88

                            JOEL
                  I'm scared. I want my mommy. I don't
                  want to lose you. I don't want to
                  lose....

                            CLEMENTINE
                  Joel, Joely, look... it's not fading.
                  The memory. I think we're hidden. Look,
                  honey, my crotch is still here just as
                  you remember it.

     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.

89   INT. JOEL'S APARTMENT - NIGHT                                   89

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

                            STAN
                  It's stopped.

                            MARY
                  What?

                            STAN
                  Listen, it's not erasing.

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

                            STAN (CONT'D)
                  It's not erasing. He's off the screen.

                            MARY
                  Where?

                            STAN
                  I don't know!

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

                            STAN (CONT'D)
                  I don't know what to do! I don't know
                  what to do! Crap. Crap...

                            MARY
                  Well, what should we do?




                                                       (CONTINUED)
                                                                  70.
89   CONTINUED:                                                         89

                            STAN
                  I don't know! I just said that!

                            MARY
                  Sor-ry.
                      (beat, stoned)
                  So, what should we do? Oh, sorry. But
                  we have to do something. He can't wake
                  up half-done. All gooey and unbaked
                  inside. Hey, that sounds good. I'm
                  hungry.

     Mary giggles.

                             STAN
                  Shit!

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

                            MARY
                      (definitively)
                  We need to call Howard.

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

                             STAN
                  No, sir.   I can handle this.

                            MARY
                  This guy's a half-baked cookie.    There's
                  no time to fuck around, Stan!

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

                            STAN
                      (without making eye contact)
                  Okay.
                      (dials the phone, waits)
                  Hello, Howard?

90   INT. MIERZWIAK'S BEDROOM - NIGHT                                   90

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

                             MIERZWIAK
                  Stan?   What's going on?




                                                        (CONTINUED)
                                                                  71.
90   CONTINUED:                                                         90

                            STAN'S VOICE
                  The guy we're doing? He's disappeared
                  from the map. I can't find him anywhere.

                            MIERZWIAK
                  Okay, stay calm. What happened right
                  before he disappeared?

                            STAN'S VOICE
                  I was away from the monitor for a second.
                  I had it on automatic. I had to go pee.

                            MIERZWIAK
                  Well, where was Patrick?

                            STAN'S VOICE
                  He went home sick.

                               MIERZWIAK
                  Jesus.     All right, what's the address.

                            STAN'S VOICE
                  159 South Village. Apartment 1E,
                  Rockville Center.

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

91   INT. JOEL'S APARTMENT - NIGHT                                      91

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

                            MARY
                  He's coming?

                            STAN
                  You better go.

                              MARY
                  Hell no.

     She tromps into the living room, starts getting dressed.

                            MARY (CONT'D)
                  Shit, I'm so stoned. I don't want him to
                  see me stoned. Stop being stoned, Mary!

     She hurries into the bathroom with her bag.

                            MARY (CONT'D) (O.C.) (CONT'D)
                  God, I look like shit! God!




                                                         (CONTINUED)
                                                               72.
91   CONTINUED:                                                      91

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

92   INT. KITCHEN - DAY                                              92

     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.

                            MOTHER
                  How's my baby boy?

                            JOEL
                  I really want her to pick me up.   It's
                  weird how strong that desire is.

     Clementine holds his hand.    He looks over at her.

                            CLEMENTINE
                      (very focused)
                  You'll remember me in the morning. And
                  you'll come to me and tell me about us
                  and we'll start over.

                            JOEL
                  I loved you so much this day. It was
                  raining. On my couch in your panties. I
                  remember I thought, how impossibly lucky
                  am I to have you on my couch in your
                  panties.

     She kisses him.

                            JOEL (CONT'D)
                  You smelled so good, like you just woke
                  up, slightly sweaty. And I said
                  something like --

                            CLEMENTINE
                  -- another rainy day.   Whatever shall we
                  do?

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

                            JOEL
                  This Patrick guy is copying me!

                            CLEMENTINE
                  What Patrick guy?




                                                       (CONTINUED)
                                                              73.
92   CONTINUED:                                                     92

                            JOEL
                  He's here. In my apartment.
                      (pointing up)
                  He's one of the eraser guys, okay? And
                  he fell for you when they were doing you.
                  So he introduced himself the next day as
                  if he were a stranger and now you're
                  dating him.

                             CLEMENTINE
                  Really?   Is he cute?

                            JOEL
                  He stole a pair of your panties!

                           CLEMENTINE
                  Gross! You've got to tell me this in the
                  morning. Don't forget! Okay?

                            JOEL
                  And I think using the stuff I said in my
                  session to seduce you.

                            CLEMENTINE
                  I'm, like, so absolutely freaked out now.
                      (beat)
                  Which pair?

93   INT./EXT. CLEMENTINE'S CAR - NIGHT                             93

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

                            CLEMENTINE
                  What's wrong with me?

                            PATRICK
                  Nothing is wrong with you. You're the
                  most wonderful person I've ever met.
                  You're kind and beautiful and smart and
                  funny and nice and pretty and, um, ...

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

94   INT. JOEL'S BEDROOM - NIGHT                                    94

     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.


                                                      (CONTINUED)
                                                                  74.
94   CONTINUED:                                                          94

                            MARY
                  There he is. Oh my God.     Oh my God.    Do
                  I look okay?

     Stan doesn't say anything.

                            MARY (CONT'D)
                  I'm still stoned. Are you?      Crap.

     She looks in the mirror.

                            MARY (CONT'D)
                      (to Joel)
                  Your prescription eye drops didn't do
                  shit, fella.

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

                             MIERZWIAK
                  Mary.   What are you doing here?

                            STAN
                  She came to help, Howard.

                            MARY
                  I wanted to learn as much about the
                  procedure as possible, Howard. I think
                  it's important for my job... to
                  understand the inner workings of the...
                  work... we do. Well, not me, but the
                  work that is done by others where I also
                  work. The work of my colleagues. You
                  know?

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

                            MIERZWIAK
                  Let's get to the bottom of this.    Shall
                  we?

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

                             MIERZWIAK (CONT'D)
                  Odd.

     He fiddles some more.     Mary looks on, fascinated.

                            STAN
                  I tried that already.



                                                           (CONTINUED)
                                                               75.
94   CONTINUED: (2)                                                  94

                          MIERZWIAK
                Did you try going in through C-Gate?

                          STAN
                Yeah, of course.   I mean, yes.

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

                          MIERZWIAK
                I'm going to do a search through his
                entire memory, see if anything comes up.

     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.

                          MIERZWIAK (CONT'D)
                Okay, here it is. I don't know why it's
                off the map like that, but --

95   INT. KITCHEN - DAY                                              95

     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.

                          MOTHER
                Little baby getting awwwwl clean.    Awl
                clean.

                          JOEL
                    (to Clementine)
                I love getting bathed in the sink.   It's
                such a feeling of security.

                          CLEMENTINE
                    (giggling)
                I've never seen you happier, Baby Joel.

                          JOEL
                Look, it's my Huckleberry Hound doll!      I
                told you about that, remember?

     Clementine looks over.

                          CLEMENTINE
                Where?

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



                                                       (CONTINUED)
                                                                76.
95   CONTINUED:                                                        95

                           JOEL
                     (distraught)
                  Oh! It's going!   Oh!

     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:

96   INT./EXT. JOEL'S CAR - NIGHT                                      96

     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.

97   INT. JOEL'S BEDROOM - NIGHT                                       97

     Mierzwiak looks up from the computer screen.

                            MIERZWIAK
                  Okay, we're back in.

                            MARY
                  That was beautiful to watch, Howard.
                  Like a surgeon or a concert pianist.

                            MIERZWIAK
                  Well, thank you, Mary.

                            STAN
                      (sighing)
                  You get some sleep, Howard.   I'll be fine
                  here.

                            MIERZWIAK
                  Yeah, probably a good idea. I'm an old
                  man, guys. An old, cranky man.

                            MARY
                  Oh, nonsense.

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

98   INT. JOEL'S CAR - NIGHT                                           98

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

                            CLEMENTINE
                  Can't you see... I love you, Antoine.

                            JOEL
                  Don't call me Antoine.   The name's Wally.


                                                         (CONTINUED)
                                                                  77.
98    CONTINUED:                                                         98

                             CLEMENTINE
                   Yes, but who could love a man named
                   Wally?

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

                               JOEL
                         (remembering)
                   Oh!

                              CLEMENTINE
                   Shhh!   I want to watch the movie!

                             JOEL
                   Clem, think! They'll find you here.

      He looks over and she's gone.

98A   INT. JOEL'S APARTMENT - NIGHT                                  98A

      Mierzwiak watches a blip disappear from the screen.

                               MIERZWIAK
                   Got it.

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

      Joel lunges and desperately hugs the air where Clementine
      was.

                             JOEL
                   Tangerine.

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

98C   INT. JOEL'S APARTMENT - NIGHT                                  98C

      Mierzwiak and Stan watch the blip reappear on the screen.

                               MIERZWIAK
                   Odd.    It popped back.

      Mierzwiak fiddles with some controls.

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

      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.




                                                          (CONTINUED)
                                                                   78.
98D     CONTINUED:                                                   98D

                               JOEL
                         (looking back and seeing that
                          the car is gone)
                     Shit!

        The sky turns into --

98DD    INT. JOEL'S APARTMENT - NIGHT/EXT                            98DD

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

                               MIERZWIAK
                     His eyes are open. Has that happened
                     before with him?

                               STAN
                     No.

                               MIERZWIAK
                     This is no good. Here.   Give him this.

        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.

                               CLEMENTINE
                     Hide me somewhere deeper? Somewhere
                     really buried? Joel, hide me in your
                     humiliation.

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

98E     INT. JOEL'S APARTMENT - NIGHT                                 98E

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

                               STAN
                     It doesn't make any sense.   He's in
                     memories I already erased.


                                                            (CONTINUED)
                                                                79.
98E   CONTINUED:                                                  98E

                             MIERZWIAK
                   Well, at least we know where he is and
                   we're back on track. Right?

98F   EXT. STREET - NIGHT                                          98F

      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.

                             JOEL
                   Humiliation. Humiliation.   Humiliation.

                              CLEMENTINE
                   Think!

99    INT. JOEL'S BEDROOM - NIGHT                                      99

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

                             STAN
                   Wait, Howard, they've disappeared again.

                              MIERZWIAK
                   Oh dear.

                             MARY
                   I'm so sorry, Howard.   You must be
                   exhausted.

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

100   INT. BLACK VOID - NIGHT                                      100

      Joel and Clementine crouch in murky blackness.

                             JOEL
                       (under his breath)
                   Humiliation, humiliation, humil --

101   INT. BEDROOM - NIGHT                                         101

      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
                   -- iation.



                                                         (CONTINUED)
                                                                      80.
101   CONTINUED:                                                        101

                             CLEMENTINE
                       (mock offended)
                   Joel!

                             JOEL
                       (continuing to masturbate)
                   I don't like it either, I'm just trying
                   to find horrible secret places to --

      Joel's mother pops her head in the door.

                             MOTHER
                   Joel, I was just --
                       (sees what's going on)
                   Oh. Um... I'll ask you in the morning,
                   honey. Good night.

      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.

                               CLEMENTINE
                   Look.    Look where we are.

102   INT. JOEL'S APARTMENT - NIGHT                                     102

      Mierzwiak is at the machines.

                             MIERZWIAK
                   Okay, we got him back on track. Stan, I
                   think I'm just going to have to get
                   through this manually. We're running
                   late.

103   EXT. BEACH - DAY                                                  103

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

                             CLEMENTINE
                   Our house! Our house!

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

                               JOEL
                   C'mon!

      The house is gone.      Joel grabs Clementine's arm and yanks.
                                                                81.


104   INT. JOEL'S BEDROOM - NIGHT                                  104

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

                           CLEMENTINE
                 Okay, ready? Again?

      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.

                          CLEMENTINE (CONT'D)
                 Joel! Joel? Are you okay? Joel!       Oh my
                 God. Oh my God!

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

                           CLEMENTINE (CONT'D)
                 That was terrible! That was like three
                 seconds.

                           JOEL
                     (trying to stop laughing)
                 Okay, okay, let me try again.

                           CLEMENTINE
                 All right, once more.    Then I get to go.

      He watches her start to fade.

                             JOEL
                 Oh, Clem!    Don't!

      He closes his eyes.    The room becomes:

105   EXT. JOEL'S CHILDHOOD SUBURBAN STREET - DAY                  105

      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.

                           BOYS
                 C'mon, Joel, you have to.    Do it already.

      Joel doesn't want to.




                                                        (CONTINUED)
                                                                 82.
105   CONTINUED:                                                   105

                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.

                             VOICE-OVER
                   I can't believe I did that.   I'm so
                   ashamed.

      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.

                             CLEMENTINE
                   It's okay. You were a little kid.

      She kisses him and they walk holding hands.

                             JOEL
                   God, I wish I knew you when we were kids.
                   My life would've turned out so
                   differently.
                       (pointing to a house)
                   That's where I live. Lived.

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

                             CLEMENTINE
                   It's my turn, sweetie.

      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.

106   INT. JOEL'S BEDROOM - NIGHT                                   106

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

                             MIERZWIAK
                   I'm getting the hang of it. I still
                   don't understand it. But I am finding
                   him quickly enough. I'm hopeful there
                   won't be too much collateral eradication.

      Mary sits on the bed.




                                                          (CONTINUED)
                                                                83.
106   CONTINUED:                                                  106

                             MARY
                       (a little giggly)
                   I like watching you work.

      Stan grabs his coat.

                             STAN
                   I'll go out for a smoke. If no one
                   minds. I mean, it seems like everything
                   is under control here.

                             MIERZWIAK
                       (not looking up)
                   That's fine, Stan.

      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
                   Do you like quotes, Howard?

                             MIERZWIAK
                   How do you mean?

                             MARY
                   Oh, um, like famous quotes. I find
                   reading them inspirational to me. And in
                   my reading I've come across some I
                   thought you might like, too.

                              MIERZWIAK
                   Oh.   Well, I'd love to hear some.

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

                             MARY
                   Okay, um, there's one that goes "Blessed
                   are the forgetful, for they get the
                   better even of their blunders."

                             MIERZWIAK
                   Is that Nietzsche?

                             MARY
                   Yeah, yeah it is, Howard. And here I was
                   thinking I could tell you something you
                   didn't know.

                             MIERZWIAK
                   It's a good quote, Mary.    I'm glad we
                   both know it.



                                                         (CONTINUED)
                                                               84.
106   CONTINUED: (2)                                             106

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

                           MARY
                     (sputtering)
                 There's another one I like, I read.    It's
                 by Pope Alexander.

                           MIERZWIAK
                 Alexander Pope?

                           MARY
                 Yes, shit. Oops, sorry!
                     (puts hand over mouth)
                 Sorry. It's just I told myself I wasn't
                 going to say Pope Alexander and sound
                 like a dope and then I go ahead and do
                 it. Like a psyched myself out into
                 saying it wrong.

                           MIERZWIAK
                 It's no big deal.

                           MARY
                 You are such a sweetheart.

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

                           MARY (CONT'D)
                 The quote goes "How happy is the
                 blameless Vestal's lot! The world
                 forgetting, by the world forgot: Eternal
                 sunshine of the spotless mind! Each
                 prayer accepted, and each wish resign'd."

      She smiles, proud and embarrassed.

                           MIERZWIAK
                 I didn't know that one.   And it's lovely.

                           MARY
                 Really? I thought it was appropriate,
                 maybe. That's all.
                     (beat, then quickly)
                 I really admire the work that you do. I
                 know it's not proper to be so familiar
                 but I guess since we're outside the
                 workplace I feel a certain liberty to --

                           MIERZWIAK
                 It's fine, Mary. I'm happy to hear it.




                                                        (CONTINUED)
                                                                85.
106   CONTINUED: (3)                                              106

                           MARY
                 Okay. Good. Great. Thanks.
                     (blurting)
                 I like you, Howard... an awful lot.     Is
                 that terrible?

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

                           MIERZWIAK
                 You're a wonderful girl, Mary.

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

                           MARY
                 I've loved you for a very long time.     I'm
                 sorry! I shouldn't have said that.

                           MIERZWIAK
                 I've got a wife, Mary.    Kids.   You know
                 that.

                           MARY
                     (suddenly weepy)
                 I wish I was your wife. I wish I had
                 your kids. I would be so happy...

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

                           MIERZWIAK
                 We can't do this.

                           MARY
                 No, you're right. Once again.      You're a
                 decent man, Howard.

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

                           MIERZWIAK
                 I want you to know it's not because I'm
                 not interested. If that means anything.

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

107   INT./EXT. THE VAN/JOEL'S APARTMENT BUILDING - DAY            107

      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.


                                                        (CONTINUED)
                                                               86.
107   CONTINUED:                                                 107

      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.

108   EXT. COUNTRY ROAD - DAY                                       108

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

109   INT. JOEL'S BEDROOM - NIGHT                                   109   *

      Mary looks confusedly at Howard.                                    *

                             MARY
                   Who is it?
                       (realizing)
                   Oh my God!

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

110   EXT. JOEL'S APARTMENT BUILDING - CONTINUOUS                   110   *

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

                              MIERZWIAK
                   Hollis!   Hollis!

                             HOLLIS (THE MIDDLE-AGED WOMAN)
                   I knew it, Howard. I don't even know why
                   I bothered to copy the damn address and
                   get out of bed. I could've used the
                   sleep.

                             MIERZWIAK
                   It didn't start out to be this. I came
                   here to work. It's a one-time mistake.

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

                             MARY
                       (heroically)
                   Mrs. Mierzwiak, it's true. And it's not
                   Mr. Mierzwiak's fault. I'm a stupid
                   little girl with a stupid little crush.
                   I basically forced him into it. I swear.


                                                      (CONTINUED)
                                                                     87.
110   CONTINUED:                                                       110

      Hollis turns, looks at Mary and then at Mierzwiak.

                             HOLLIS
                   Don't be a monster, Howard.      Tell the
                   girl.

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

                             MARY
                   Tell me what?

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

                               HOLLIS
                   Poor kid.    You can have him.   You did.

      She drives off.   Mary watches Howard with increased
      foreboding.

                             MARY
                   What, Howard?

                             MIERZWIAK
                   We... have a history. I'm sorry. You
                   wanted the procedure. You wanted it
                   done... to get past. I have to finish in
                   there. It's almost morning. We'll talk
                   later.

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

                             STAN
                   Let me take you home.

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

111   EXT. CHARLES RIVER - NIGHT                                           111

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

                             PATRICK
                   I could die right now, Clem. I'm just
                   happy. I've never felt that before. I'm
                   just exactly where I want to be.

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

                             CLEMENTINE
                   I want to go home.


                                                            (CONTINUED)
                                                               88.
111   CONTINUED:                                                 111

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

113   INT. JOEL'S BEDROOM - NIGHT                                   113

      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.

114   EXT. ROWBOAT/INT. JOEL'S APARTMENT - DAY                      114

      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.

                             CLEMENTINE
                       (peeking)
                   That's so great. Creepy.

                              JOEL
                   Thanks.   The subject is inspiring.

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

                             FATHER
                   Don't be like me, son. Don't waste your
                   life. You'll come to a point someday
                   where it'll be too late. You'll be sewn
                   into your fate...

                             JOEL
                   It was horrifying, seeing my father like
                   that. There was no hope for me if his
                   life was such a failure. And he saw
                   failure in me, too, written in my future.

      Clementine watches the confused, frightened Joel.

                             CLEMENTINE
                   Joel, you're not sewn in.   He's wrong.

                             FATHER
                   ... and there'll be nowhere to go except
                   where you're headed, like a train on a
                   track. Inevitable, unalterable.
                       (a quiet dirge-like
                        afterthought)
                   Chooo-chooo.

      The scene pops out of existence with a flash of light.
                                                               89.


115   EXT. THEATER - NIGHT                                       115

      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.

                           CLEMENTINE
                 Blah blah blah good acting.   Blah blah
                 blah iambic pentameter.

                           JOEL
                     (laughing)
                 You always break into places?

                           CLEMENTINE
                 Second Acting is a subversive act.
                 Ticket prices are insane. Theater
                 belongs to the masses.

      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.

                             CLEMENTINE (CONT'D)
                 Yeah.

                           JOEL
                 I want to enjoy my little time left with
                 you.

                           CLEMENTINE
                 This is our first "date" date.

                           JOEL
                 Do you remember what we talked about?

117   INT. THEATER - NIGHT                                       117

      Joel and Clementine walk past the usher.

                           CLEMENTINE
                 Naomi, I guess.

                             JOEL
                 Yeah.




                                                       (CONTINUED)
                                                                90.
117   CONTINUED:                                                  117

                             CLEMENTINE
                   What was I wearing?

                             JOEL
                   God, I should know. Your hair was red.
                   I remember it matched the curtains.

                             CLEMENTINE
                   Egad, were you horrified?

                             JOEL
                   No! Oh, I think you were wearing that
                   black dress, y'know, with the buttons.

      She is wearing the black dress with the buttons.

                             CLEMENTINE
                   No, you were with me when I bought that.
                   At that place on East 6th. It was later.

118   INT. DRESS SHOP - DAY                                        118

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

119   INT. THEATER - NIGHT                                         119

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

                              JOEL
                   Right.   Something black though.

                             CLEMENTINE
                   I'll buy that. Black's always good.
                   Slenderizing.

                             JOEL
                   We did talk about Naomi.

                             CLEMENTINE
                   I said: Are you sure?   You seem unsure.

                             JOEL
                   I'm sure, I said.

                             CLEMENTINE
                   But you weren't. I could tell.

                             JOEL
                       (beat)
                   I am now. I'm so sure.


                                                         (CONTINUED)
                                                                 91.
119   CONTINUED:                                                   119

      She tears up.   They kiss.

                             JOEL (CONT'D)
                   I was nervous. I remember I couldn't
                   think of anything to say. There were
                   long silences.

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

                             JOEL (CONT'D)
                   I thought I was foolish. I thought I'd
                   mistaken infatuation for love. You said:

                              CLEMENTINE
                   So what.   Infatuation is good, too.

                             JOEL
                   And I didn't have an argument.

120   INT./EXT. JOEL'S CAR - NIGHT                                  120

      Joel and Clementine pull up to Clementine's house.

                             JOEL
                   I dropped you off after.    You said --

                             CLEMENTINE
                       (Mae West)
                   Come up and see me... now.

                             JOEL
                   It's very late.

                             CLEMENTINE
                   Yes, exactly. Exactly my point.

121   INT. CLEMENTINE'S APARTMENT - NIGHT                           121

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

                             JOEL
                   This was our first time.

      The scene starts to fade.      Joel watches Clementine disappear.

122   INT. LACUNA RECEPTION AREA - NIGHT                            122

      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.
                                                              92.


122A   INT. MIERZWIAK'S OFFICE - NIGHT                          122A

       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."

                            MIERZWIAK'S VOICE
                  Okay, so just tell me what you remember.
                  And we'll take it from there.

                            MARY'S VOICE
                      (shaky)
                  Um, okay, I like you immediately. At
                  the job interview. You seemed so...
                  important and mature. And I loved that
                  you were helping all these people. You
                  didn't come on to me at all. I liked
                  that. I was so tongue-tied around you at
                  first. I wanted you to think I was
                  smart. You were so nice. I loved the
                  way you smelled. I couldn't wait to come
                  to work. I had these fantasies of us
                  being married and having kids and just...
                      (starts to cry)
                  ... and so... then... when... that one
                  day, when I thought you looked at me
                  back... like... Oh, Howie, I can't do
                  this? How can I do this?

                            MIERZWIAK'S VOICE
                  It's what's best, Mary. You know that.

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

                            MARY'S VOICE
                  Yeah, I know. Oh, God.    Okay, well, I
                  was I so excited...

123    A SERIES OF MURKY IMAGES.   NO DETAIL.                    123

       A flirtatious look from Mierzwiak.

                            MARY'S VOICE
                  ... Remember you bought me that little
                  wind-up frog?

       A vague shot of a wind-up frog.

                            MARY'S VOICE (CONT'D)
                  And you said...



                                                       (CONTINUED)
                                                               93.
123   CONTINUED:                                                 123

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

                             MARY'S VOICE (CONT'D)
                   "This is for your desk. Just a little
                   token."

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

                             MARY'S VOICE (CONT'D)                       *
                   I knew then... I knew something was going             *
                   to happen... something wonderful.                     *

124   INT. JOEL'S APARTMENT - NIGHT                                124   *

      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.                             *

125   INT. ROOM - DAY                                              125   *

      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.                *
                                                                  94.
                                                                          *

126   INT. JOEL'S APARTMENT - NIGHT                                 126   *

      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.                                                *

127   INT. BORDER'S BOOKSTORE - NIGHT                               127   *

      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.                               *

128   EXT. PARK - DAY                                               128

      Joel walks with Naomi.

                           NAOMI
                 So what's going on, Joel?

                           JOEL
                 I don't know, I've just been thinking,
                 maybe we're not happy with each other.

                             NAOMI
                 What?

                           JOEL
                 Y'know, we've been, I don't know, sort
                 of, unhappy with each other and --

                           NAOMI
                 Don't say "we" when you mean "you."

                           JOEL
                 I think maybe, we're both so used to
                 operating at this level that -- How can
                 one person be unhappy?
                           (MORE)



                                                         (CONTINUED)
                                                                    95.
128   CONTINUED:                                                      128

                             JOEL (CONT'D)
                   If one person is unhappy, both have to
                   be... by definition.

                               NAOMI
                   Bullshit.    Who is it?   You met someone.

                              JOEL
                   No.   I just need some space, maybe.

                             NAOMI
                   The thing is, Joel, whatever it is you
                   think you have with this chick, once the
                   thrill wears off, you're just going to be
                   Joel with the same fucking problems.

                JOEL                                   VOICE-OVER
      It's not somebody else.                I hate myself.

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

129   INT. BARNES AND NOBLE BOOKSTORE - NIGHT                         129

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

                             JOEL
                   Is there a Clementine who works here?

                             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.

                               JOEL
                   Hi.

      She turns.

                             CLEMENTINE
                   I didn't think you'd show your face
                   around me again. I figured you were
                   humiliated. You did run away, after all.

                             JOEL
                   Sorry to track you down like this. I'm
                   not a stalker. But I needed to see you.

                                                           (CONTINUED)
                                                                96.
129   CONTINUED:                                                  129

                             CLEMENTINE
                       (seemingly uninterested)
                   Yeah?

                             JOEL
                   I'd like to... take you out or something.

                             CLEMENTINE
                   Well, you're married.

                              JOEL
                   Not yet.   Not married.

                             CLEMENTINE
                   Look, man, I'm telling you right off the
                   bat, I'm high maintenance. So I'm not
                   going to tiptoe around your marriage or
                   whatever it is you got going there. If
                   you want to be with me, you're with me.

                              JOEL
                   Okay.

                             CLEMENTINE
                   So make your domestic decisions and maybe
                   we'll talk again.

      She goes back to stacking.     Joel stands there helplessly.

                             JOEL
                   I just think that you have some kind
                   of... quality that seems really important
                   to me.

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

                             CLEMENTINE
                   Joel, I'm not a concept. I want you to
                   just keep that in your head. Too many
                   guys think I'm a concept or I complete
                   them or I'm going to make them alive, but
                   I'm just a fucked-up girl who is looking
                   for my own peace of mind. Don't assign
                   me yours.

                             JOEL
                   I remember that speech really well.

                             CLEMENTINE
                       (smiling)
                   I had you pegged, didn't I?



                                                         (CONTINUED)
                                                               97.
129   CONTINUED: (2)                                             129

                           JOEL
                 You had the whole human race pegged.

                             CLEMENTINE
                 Probably.

                           JOEL
                 I still thought you were going to save
                 me. Even after that.

                             CLEMENTINE
                 I know.

                           JOEL
                 It would be different, if we could just
                 give it another go around.

                           CLEMENTINE
                 Remember me. Try your best.      Maybe we
                 can.

      The scene is gone.



133   INT. JOEL'S APARTMENT - DAY                                 133

      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.

                           JOEL
                 So you don't mind?

                           NAOMI
                 I've got to finish this chapter anyway.

      The scene is fading.

                            JOEL
                 Okay.   I wish you could come.

                           VOICE-OVER
                 This is it. The day we met.      My God,
                 it's over.

                             NAOMI
                 Me, too.




                                                        (CONTINUED)
                                                                 98.
133   CONTINUED:                                                   133

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

                             NAOMI (CONT'D)
                   Say hi to Rob and Carrie.   Have some fun!
                   Get laid! Just kidding.

                             JOEL
                   I hope you get your work done.

                             NAOMI
                       (sighing)
133                Maybe when we're ninety.                         133



136   EXT. BEACH PARKING LOT - DAY                                  136

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



137   EXT. BEACH - DAY                                              137

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

                             CARRIE
                   Is this the right way?   Rob?   Rob?



138   EXT. BEACH - DAY                                              138

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



139   EXT. BEACH - DAY                                              139

      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
                   You were down by the surf. I could just
                   make you out in the distance.

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


                                                          (CONTINUED)
                                                                  99.
139   CONTINUED:                                                    139

                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.

                             JOEL (CONT'D)
                   But I went back to my food. The next
                   thing I remember, I felt someone sitting
                   next to me and I saw the orange sleeve
                   out of the corner of my eye.

      A shot of the orange sleeve.     Joel looks up.

                               CLEMENTINE
                   Hi there.

                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
                   You said...

                             CLEMENTINE
                   I saw you sitting over here. By
                   yourself. I thought, thank God, someone
                   normal, who doesn't know how interact at
                   these things either.

                              JOEL
                   Yeah.   I don't ever know what to say.

                             CLEMENTINE
                   I can't tell you how happy I am to hear
                   that. I mean, I don't mean I'm happy
                   you're uncomfortable, but, y'know... I'm
                   such a loser. Every time I come to a
                   party I tell myself I'm going to be
                   different and it's always exactly the
                   same and then I hate myself after for
                   being such a clod.




                                                          (CONTINUED)
                                                                  100.
139   CONTINUED: (2)                                                 139

                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.

                            CLEMENTINE (CONT'D)
                  But, I don't know, maybe we're the normal
                  ones, y'know? I mean, what kind of
                  people do well at this stuff?

                            VOICE-OVER
                  And I just liked you so much.

                               CLEMENTINE
                  You did?     You liked me?

                            JOEL
                  You know I did.

                            CLEMENTINE
                  Yeah, I know. I'm fishing.

                            JOEL
                  You said --

      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.

                            CLEMENTINE
                  Oh God, how horrid.

                  JOEL                               VOICE-OVER
      I'm Joel.                            No, it was lovely.

                               CLEMENTINE (CONT'D)
                   Hi, Joel.    So no jokes about my name?




                                                         (CONTINUED)
                                                               101.
139   CONTINUED: (3)                                              139

                            JOEL
                  You mean, like...
                      (singing)
                  Oh, my darlin', oh, my darlin', oh, my
                  darlin', Clementine... ? Huckleberry
                  Hound? That sort of thing?

                            CLEMENTINE
                  Yeah, like that.

                            JOEL
                  Nope. No jokes. My favorite thing when
                  I was a kid was my Huckleberry Hound
                  doll. I think your name is magic.

      She smiles.

                            CLEMENTINE
                      (eyes welling)
                  This is it, Joel. It's gonna be gone
                  soon.

                              JOEL
                  I know.

                            CLEMENTINE
                  What do we do?

                              JOEL
                  Enjoy it.    Say goodbye.

      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.

                            CLEMENTINE
                  No, I stopped. I didn't want to feel
                  like I was being artificially modulated.

                            JOEL
                  I know what you mean.   That's why I
                  stopped.

                            CLEMENTINE
                  But my sleeping is really fucked up.



                                                         (CONTINUED)
                                                               102.
139   CONTINUED: (4)                                              139

                           JOEL
                 I don't think I've slept in a year.

                           CLEMENTINE
                 You should try Xanax. I mean, it's a
                 chemical and all, but it works... and it
                 works just having it around, knowing that
                 it's there. Like insurance.

                           JOEL
                 Sleep insurance.   The latest thing.

                           CLEMENTINE
                 I'll give you a couple.   See what you
                 think.

                           JOEL
                 Okay.

                           CLEMENTINE
                 Have you ever read any Anna Akhmatova?

                           JOEL
                 I love her.

                           CLEMENTINE
                 Really? Me, too! I don't meet people
                 who even know who she is and I work in a
                 book store.

                           JOEL
                 I think she's great.

                            CLEMENTINE
                 Me too.   There's this poem --

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

                           JOEL
                 Seems too coincidental that way.

                           CLEMENTINE
                 Yeah, maybe.

140   EXT. BEACH (NEAR BEACH HOUSE) - DUSK                        140

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




                                                        (CONTINUED)
                                                               103.
140   CONTINUED:                                                  140

                             CLEMENTINE
                   Do you know her poem that starts "Seaside
                   gusts of wind,/And a house in which we
                   don't live...

                             JOEL
                   Yeah, yeah. It goes "Perhaps there is
                   someone in this world to whom I could
                   send all these lines"?

                             CLEMENTINE
                   Yes! I love that poem. It breaks my
                   heart. I'm so excited you know it.
                       (pointing to houses)
                   Look, houses in which we don't live.

      Joel chuckles appreciatively.

                             CLEMENTINE (CONT'D)
                   I wish we did. You married?

                             JOEL
                   Um, no.

                             CLEMENTINE
                   Let's move into this neighborhood.

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

                             JOEL
                   I do sort of live with somebody though.

                             CLEMENTINE
                   Oh.

      She walks to the next house, tries the door.

                             CLEMENTINE (CONT'D)
                   Male or female?

                             JOEL
                   Female.

                             CLEMENTINE
                   At least I'm not barking up the wrong
                   tree.

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

                             CLEMENTINE (CONT'D)
                   Cool.



                                                        (CONTINUED)
                                                              104.
140   CONTINUED: (2)                                             140

                           JOEL
                 What are you doing?

                           CLEMENTINE
                 It freezing out here.

      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.

                           CLEMENTINE (CONT'D)
                 C'mon, man. The water's fine. Nobody's
                 coming here tonight, believe me. This
                 place is closed up. Electricity's off.

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

      He walks cautiously toward the door.

                           CLEMENTINE (CONT'D)
                 As soon as you walked in. I knew I had
                 you. You knew I knew that, right?

141   INT. BEACH HOUSE - CONTINUOUS                                  141

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

                             JOEL
                 I knew.

                           CLEMENTINE
                 I knew by your nervousness that Naomi
                 wasn't the kind of girl who forced you to
                 criminally trespass.

                           JOEL
                 It's dark.

                             CLEMENTINE
                 Yeah.    What's your girlfriend's name?

                             JOEL
                 Naomi.




                                                       (CONTINUED)
                                                                105.
141   CONTINUED:                                                   141

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

                             CLEMENTINE
                   Ah-ha! Now I can look for candles,
                   matches, and the liquor cabinet.

                             JOEL
                   I think we should go.

                             CLEMENTINE
                   No, it's our house! Just tonight --
                       (looking at envelope on
                        counter)
                   -- we're David and Ruth Laskin. Which
                   one do you want to be? I prefer to be
                   Ruth but I'm flexible.
                       (opens cabinet)
                   Alcohol! You make drinks. I'm going
                   find the bedroom and slip into something
                   more Ruth. I'm ruthless at the moment.

      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 (CONT'D)
                       (flat)
                   So go.

                             JOEL
                   I did. I walked out the door. I felt
                   like a scared little kid. I thought you
                   knew that about me. I ran back to the
                   bonfire, trying to outrun my humiliation.
                   You said, "so go" with such disdain.

                             CLEMENTINE
                       (poking her head downstairs)
                   What if you stay this time?

                             JOEL
                   I walked out the door.   There's no more
                   memory.




                                                         (CONTINUED)
                                                             106.
141   CONTINUED: (2)                                            141

                           CLEMENTINE
                 Come back and make up a good-bye at
                 least. Let's pretend we had one.

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

                           CLEMENTINE (CONT'D)
                 Bye, Joel.

                           JOEL
                 I love you.

      She smiles.   They kiss.   It fades.

                            CLEMENTINE
                 I --

142   EXT. BEACH - NIGHT                                           142

      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.

143   INT./EXT. ROB AND CARRIE'S CAR - NIGHT                       143

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

                           CARRIE
                 Did you have fun?

      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.

144   INT. JOEL'S BEDROOM - EARLY MORNING                          144

      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.

                            MIERZWIAK
                 Okay.




                                                       (CONTINUED)
                                                              107.
144   CONTINUED:                                                 144

      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.

                             HOLLIS'S VOICE
                   Hi, you've reached the Mierzwiaks.    We
                   can't come to --

      Howard hangs up.

145   INT. MIERZWIAK'S OFFICE AREA - EARLY MORNING                 145

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

                             MARY'S VOICE
                   ... then you said I had to have a,
                   y'know, an abortion.

                             MIERZWIAK'S VOICE
                   Mary, you know we both agreed to that.

                             MARY'S VOICE
                   You said, it would be for the best.

                             MIERZWIAK'S VOICE
                   I think it was.

                             MARY'S VOICE
                   But I can't forget about the baby,
                   Howard! My baby. Our baby.

                             MIERZWIAK'S VOICE
                   That's why we need to take this
                   additional step, sweetheart. So you can
                   be the happy Mary you once were.

                             MARY
                   Yes.

146   EXT. JOEL'S APARTMENT BUILDING - EARLY MORNING               146

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

                             STAN
                   So, I've got to drop the van off.

                             MIERZWIAK
                   Thanks, Stan. Thanks.
                       (beat)
                   We'll talk.

      Stan doesn't respond, just gets in the van and drives off.
                                                               108.


147   INT./EXT. CLEMENTINE'S CAR - EARLY MORNING                   147

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

                           PATRICK
                 You want to stop for coffee or something?

      Clementine shakes her head "no."   Long silence.

                           PATRICK (CONT'D)
                 Well, it was sure beautiful on that
                 river. Thanks for sharing it with me.

      Clementine doesn't say anything.   Silence.

                           PATRICK (CONT'D)
                 We'll do it again soon.

148   EXT. CITY STREET - EARLY MORNING                             148

      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.

                            STAN
                 Hey.

                           MARY
                     (walking past him toward her
                      car)
                 Hey.

                           STAN
                 I take it you're not coming back.   Got
                 your stuff, I see.

                           MARY
                 That's right. My stuff.

                           STAN
                 I don't blame you.   I wouldn't come back
                 either.

      Mary stops and turns back to Stan.

                           MARY
                 Do you swear you didn't know?

                            STAN
                 I swear.



                                                         (CONTINUED)
                                                                   109.
148   CONTINUED:                                                      148

                             MARY
                   So you didn't do the erasing.

                             STAN
                   Of course not.    God.   No.

                             MARY
                       (studies him)
                   And you never even suspected we were
                   together? Never saw us behaving in any
                   unusual way together?

                             STAN
                   Once, maybe.

      She watches him closely, waiting for him to continue.

                             STAN (CONT'D)
                   It was here. At his car. I was coming
                   back from a job and spotted you together.
                   You seemed caught. I waved. You
                   giggled.

                             MARY
                   How did I look?

                             STAN
                       (beat)
                   Happy. Happy with a secret.

      Mary starts to cry.

                             MARY
                   And after that?

                             STAN
                   I never saw you together like that again.
                   So I figured I was imagining things.

      Mary says nothing.

                             STAN (CONT'D)
                   I really like you, Mary.       You know that.

                             MARY
                   Do you remember anything else? What I
                   was wearing? Was I standing close to
                   him? Was I leaning against his car like
                   I owned it? How did he look at me when I
                   giggled? Tell me everything.




                                                            (CONTINUED)
                                                               110.
148    CONTINUED: (2)                                             148

                            STAN
                      (thinking)
                  You were in red. That red sweater with
                  the little flowers, I think. You were
                  leaning against his car.
                      (thinking)
                  He looked a little like a kid. Kind of
                  goofy and wide-eyed. I'd never seen him
                  look like that before. Happy. You
                  looked beautiful. You looked in love.

                            MARY
                      (heading toward her car)
                  Thanks, Stan.

       She stops but doesn't turn to face him.

                            MARY (CONT'D)
                  You're really nice.
                      (beat)
                  But I love him. I knew I loved him.   I
                  knew it! Now I know. So what am I
                  supposed to do?

       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.

149    INT. JOEL'S BEDROOM - MORNING                               149

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

149A   EXT. JOEL'S APARTMENT - MORNING                           149A

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

150    EXT. COMMUTER TRAIN STATION - MORNING                       150

       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.

151    INT./EXT. MARY'S CAR - MORNING                              151   *

       Mary listens to her tape on the car radio. She cries.    The      *
       backseat of her car is piled high with Lacuna files.              *
                                                              111.


152   INT. JOEL'S OFFICE - MORNING                                  152   *

      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!                                              *

153   INT. MARY'S APARTMENT - MORNING                               153   *

      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.                         *

154   EXT. CITY STREET - NIGHT                                      154

      Joel and Naomi walk, both bundled up.

                           NAOMI
                     (oddly cautious)
                 So... you haven't been involved with
                 anyone in all this time?

                           JOEL
                 It's been a pretty lonely couple of
                 years.



                                                        (CONTINUED)
                                                                 112.
154   CONTINUED:                                                    154

                             NAOMI
                   I'm sorry.

                             JOEL
                   Well, it was my fault -- the break-up.
                   I'm sorry. I don't even know what
                   happened.

                             NAOMI
                   Oh, sweetie. It really does cut both
                   ways. We were taking each other for
                   granted and --

                             JOEL
                   I miss you.

                             NAOMI
                   Miss you, too.
                       (awkward pause)
                   I have been seeing someone for a little
                   while.

                            JOEL
                      (trying for enthusiasm)
                   Oh! Great. That's great!

                             NAOMI
                   A religion instructor.   A good guy.   He's
                   a good guy.

                             JOEL
                   I'm sorry. I really shouldn't have --

                             NAOMI
                   I'm glad you called.

      There is a silence and then Naomi kisses Joel.

156   INT. CLEMENTINE'S APARTMENT - NIGHT                           156

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

157   EXT. COMMUTER TRAIN STATION - MORNING                         157

      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.




                                                          (CONTINUED)
                                                                   113.
157   CONTINUED:                                                      157

      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.                                                    *

158   INT. CLEMENTINE'S APARTMENT - NIGHT                             158

      Joel says goodbye to Clementine.

                             CLEMENTINE
                   So you'll call me, right?

                               JOEL
                   Yeah.

                               CLEMENTINE
                   When?

                               JOEL
                   Tomorrow?

                               CLEMENTINE
                   Tonight.    Just to test out the phone
                   lines.

                               JOEL
                   Yeah.

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

159   INT. JOEL'S APARTMENT - NIGHT                                   159

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

                               NAOMI'S VOICE
                    Hello?

                             JOEL
                    Hi, Naomi, it's Joel.
                       (beat)
                    How's it going?

                             NAOMI'S VOICE
                    Good. I called you at work today.       They
                    said you were home sick.

                               JOEL
                    I know.    I had to take the day to think.




                                                            (CONTINUED)
                                                                114.
159   CONTINUED:                                                   159

                             NAOMI'S VOICE
                   Yeah, I tried you at home, too.   Did you
                   get my message?

                             JOEL
                   I just got in.

                             NAOMI'S VOICE
                   Long day's thinking into night.

      Joel flips on messages with volume down.

                             JOEL
                   Yeah, I suppose so.

                             NAOMI ON MACHINE
                       (cheerful)
                   Hi. They told me you were sick! So...
                   Where are you?! I had a really nice time
                   last night. Just wanted to say hi, so...
                   hi. Call me. I'm home. Call me, call
                   me, call me!

                             NAOMI'S VOICE
                   That's me.

                             JOEL
                   There you are.
                       (pause)
                   Naomi, it's just... I'm afraid if we fall
                   back into this fast without considering
                   the problems we had...

                             NAOMI
                       (long exhalation)
                   Okay, Joel. I suppose you're right.

                             JOEL
                   I had a good time last night.   I really
                   did.

                             NAOMI
                   So I'm going to get some sleep.   I'm glad
                   you're okay.

                             JOEL
                   We'll speak soon.

                             NAOMI
                   'Night.

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


                                                         (CONTINUED)
                                                             115.
159   CONTINUED: (2)                                            159

                           CLEMENTINE'S VOICE
                 What took you so long?

                           JOEL
                 I just walked in.

                            CLEMENTINE'S VOICE
                 Hmmm.   Do you miss me?

                           JOEL
                 Oddly enough, I do.

                           CLEMENTINE'S VOICE
                 Ha Ha! You said, "I do." I guess that
                 means we're married.

                           JOEL
                 I guess so.

                           CLEMENTINE'S VOICE
                 Tomorrow night... honeymoon on ice.



161   EXT. CHARLES RIVER - NIGHT                                 161

      Clementine steps out onto the ice.   Joel follows nervously.

                           CLEMENTINE
                 Don't worry. It's really solid this time
                 of year.

                           JOEL
                 I don't know.

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

                           JOEL (CONT'D)
                 This is so beautiful.

      She squeezes his hand.

                             CLEMENTINE
                 Isn't it?

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

                           CLEMENTINE (CONT'D)
                     (laughing)
                 Ouch! My ass. Oh my God!




                                                       (CONTINUED)
                                                               116.
161   CONTINUED:                                                  161

                               JOEL
                   You okay?

                             CLEMENTINE
                   Yeah, come join me.

                             JOEL
                   I don't know. What if it breaks?

                               CLEMENTINE
                   What if?    Do you really care right now?

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

                             JOEL
                   I think I should go back.

                             CLEMENTINE
                   Joel, come here. Please.

      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.

                             JOEL
                   Listen, did you want to make love?

                             CLEMENTINE
                   Make love?

                             JOEL
                   Have sex. Y'know -- I don't know what
                   you call it.

                               CLEMENTINE
                   Oh, um...

                             JOEL
                   Because I just am not drunk enough or
                   stoned enough to make that happen right
                   now.

                             CLEMENTINE
                   That's okay. I --

                             JOEL
                   I'm sorry. I just wanted to say that.
                   This seems like the perfect romantic
                   exotic place to do it and --


                                                         (CONTINUED)
                                                                  117.
161   CONTINUED: (2)                                                 161

                           CLEMENTINE
                 Hey, Joel --

                           JOEL
                 -- and I'm just too nervous around you
                 right now.

                           CLEMENTINE
                 I'm nervous, too.

                             JOEL
                 Yeah?    I wouldn't have thought that.

                           CLEMENTINE
                 Well, you obviously don't know me.

                           JOEL
                 I'm nervous because I have an enormous
                 crush on you.

      She smiles up at the sky.

                           CLEMENTINE
                 Show me which constellations you know.

                           JOEL
                 Um... oh... I don't know any.

                           CLEMENTINE
                 Show me which ones you know!

                             JOEL
                 Okay.    There's Osidius.

                             CLEMENTINE
                 Where?

                           JOEL
                 There. See? It's sort of a swoop and
                 then a cross? Osidius the Emphatic.

                           CLEMENTINE
                 You're full of shit.     Right?

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

                           JOEL
                 Nope. Osidius the Emphatic.       Right there.
                 Swoop and cross.

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




                                                          (CONTINUED)
                                                               118.
161   CONTINUED: (3)                                              161

                           CLEMENTINE
                 Shut the fuck up.

162   INT. JOEL'S CAR - MORNING                                   162

      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.

                           JOEL
                     (whispering)
                 Clementine?

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

                           JOEL (CONT'D)
                 I'm sorry to have to wake you but --

      She opens her eyes.

                           CLEMENTINE
                     (groggy smile)
                 Hey.

                          JOEL
                 Hi. I'm sorry to wake you but we're
                 here.

      She cranes her neck, sees her house.

                           CLEMENTINE
                 Okay.
                     (closes her eyes again, beat)
                 Can I come over to your house? To sleep?
                 I'm so tired.

                           JOEL
                     (beat)
                 Yeah, sure. Okay.     It's probably a mess.

                           CLEMENTINE
                 Let me get my toothbrush.

      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.


                                                        (CONTINUED)
                                                                119.
162   CONTINUED:                                                   162

      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.

                             JOEL
                   Yes?

                             PATRICK
                   Can I help you?

                             JOEL
                   What do you mean?

                             PATRICK
                   Can I help you with something?

                             JOEL
                   No.

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

                             PATRICK
                   What are you doing here?

                             JOEL
                   I'm not really sure what you're asking
                   me.

                             PATRICK
                   Oh.
                       (long pause)
                   So I was just wondering if I could bum a
                   cigarette, mister.

                             JOEL
                   No, I don't smoke.   Sorry.

                             PATRICK
                   Okay, thanks.

      Patrick walks off.    Joel watches him again in his rearview
      mirror.
                                                               120.


163    INT. CLEMENTINE'S APARTMENT - MORNING                       163

       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.

                            PATRICK'S VOICE
                  ... so where are you, Clem? I'm worried.
                  I feel like you're mad at me and I don't
                  know what I did. What did I do? I love
                  you so much. I'd do anything to make you
                  happy. Just tell me what you want me to
                  do and I'll do it. Listen, I'm going to
                  stop by in the morning just to make sure
                  you're okay. I'm worried.

163A   INT. JOEL'S CAR - MORNING                                  163A

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

                            CLEMENTINE
                  Vamanos, senor.

       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.

                            JOEL
                  I had a really nice time last night.

                            CLEMENTINE
                  Nice?

                            JOEL
                  I had the best fucking time I've ever had
                  in my fucking life last night.

                            CLEMENTINE
                  That's better, senor.

       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 (CONT'D)
                  This is weird.
                      (reading aloud)
                  Dear Clementine. We've met but you don't
                  remember me. I worked for a company you
                  hired to have part of your memory erased.



                                                         (CONTINUED)
                                                                 121.
163A   CONTINUED:                                                  163A

                              JOEL
                    It's a teaser ad or something.

                              CLEMENTINE
                        (reading)
                    You've erased your two year relationship
                    with Joel Barish from your memory.

                              JOEL
                    Jesus, that's creepy.   How'd they know we
                    even know each other?

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

                              CLEMENTINE'S VOICE
                    My name is Clementine Kruczynski and I'm
                    here to erase Joel Barish.

                              MIERZWIAK'S VOICE
                    Tell me all about your relationship.

                              CLEMENTINE'S VOICE
                    Well, he's a giant asshole. Is that
                    enough?

                              MIERZWIAK'S VOICE
                    No, I'm afraid we really do need to
                    delve.

                              JOEL
                    What is this?

                              CLEMENTINE
                    I don't know.

                              CLEMENTINE'S VOICE
                    I can't stand to even look at him. His
                    pathetic, wimpy, apologetic smile. That
                    sort of wounded puppy shit he does.
                    Y'know? Is it so much to ask for an
                    actual man to have sex with?

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

                              CLEMENTINE'S VOICE (CONT'D)
                    ... I might as well be a lesbian. At
                    least I could have someone pretty to look
                    at while I'm fucking. Not that we fuck
                    anymore. I mean, I don't call it fucking
                    on the rare occasions that it happens.
                              (MORE)

                                                           (CONTINUED)
                                                                122.
163A   CONTINUED: (2)                                             163A

                            CLEMENTINE'S VOICE (CONT'D)
                  Not fucking... faking. Honey, let's fake
                  tonight. Make a few faces, get it over
                  with. Shit...

                 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!

                            CLEMENTINE'S VOICE (CONT'D)
                  ... Now the only fuel keeping it going is
                  my feeling sorry for him. He's so needy.
                  The way he looks at me, like I should be
                  ashamed of myself for going out and
                  having some fun in my life. I mean, I've
                  got to have it somewhere, right? I
                  suppose I could sit and watch television
                  with him until we both kick. There's a
                  plan. Y'know Joel is a guy who is never
                  going to do anything with his life...

                            CLEMENTINE
                  Joel, I don't understand.   I swear.

                            CLEMENTINE'S VOICE
                  ... I remember this time I made him come
                  out onto this frozen river with me. He
                  was terrified. Like a goddamn girl...

       Joel turns the car around.

                            JOEL
                  So someone just recorded you saying this
                  without you knowing you were saying it.

                 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.

                            CLEMENTINE'S VOICE
                  ...Ugh. I don't want to think about all
                  the time I've wasted in this quote-
                  unquote relationship. Isn't it about
                  fun?

                                                         (CONTINUED)
                                                              123.
163A   CONTINUED: (3)                                           163A

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

                            CLEMENTINE
                  I didn't say this. I don't know what
                  this is. Look, I just --

       She stops talking.

                            CLEMENTINE'S VOICE
                  ... I mean, shouldn't the good times out
                  number the shit times? I don't know. I
                  don't know what the hell to expect. But
                  the bloom is certainly fucking off the
                  rose at this point. I want to have kids.
                  I can't be wasting my time with this kind
                  of disaster. Not to mention, do I want
                  my kids to have his creepy little genes?

       Joel just stares straight ahead.

                            CLEMENTINE
                      (quietly, resignedly)
                  Okay. I'm gonna go.

       She gets out of the car.

                            CLEMENTINE'S VOICE
                  ...How could I even look at them if they
                  looked like him? How could anybody?
                  Y'know, I think about that...

       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.

                            PATRICK
                  Clem, what's wrong? Oh, sweetheart... I
                  was just coming over to --

                            CLEMENTINE
                  Get away from me! Get the fuck away from
                  me! Get away from me! Get away from me!

163B   INT. CLEMENTINE'S CAR - MORNING                          163B

       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.
                                                             124.


163C   EXT. JOEL'S APARTMENT - MORNING                           163C

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

                            FRANK
                  Hey, Clementine.

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

                            CLEMENTINE
                  Hey.



164A   INT. JOEL'S APARTMENT BUILDING - MORNING                  164A

       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.

165    INT. JOEL'S APARTMENT - DAY                                165

       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.

                            JOEL'S VOICE
                  ... that's Clementine all over. Complete
                  selfishness. Complete and utter
                  disregard for anyone else's feelings.

                            CLEMENTINE
                  Hi.

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

                            JOEL
                  Hey.

       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.

                            JOEL (CONT'D)
                  Look what I found.




                                                      (CONTINUED)
                                                                125.
165   CONTINUED:                                                   165

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

                             CLEMENTINE
                   Well, you made me look skinny.

                             JOEL'S VOICE
                   She's like a train wreck, tearing people
                   apart leaving chaos and destruction in
                   her wake. And ...

                             CLEMENTINE
                   It's a nice place you have.

                             JOEL
                   Thanks. Y'know, it's... relatively
                   cheap. I like it. The location's good.
                   It's not usually this messy.

                             CLEMENTINE
                   It's nice.

                             JOEL'S VOICE
                   ... seems obvious to me that it's all
                   based on some kind of mammoth insecurity.

                             JOEL
                   I'm sorry I yelled at you.

                             JOEL'S VOICE
                   She plays at being this rebel, free-
                   spirit.

                             CLEMENTINE
                   It's okay.
                       (beat)
                   I like you so much. I hate that I said
                   mean things about you.

                             JOEL
                   I'll turn this off.

                            CLEMENTINE
                   No. I think it's... I think it's only
                   fair.

                             JOEL'S VOICE
                   I mean, the whole thing with the hair?
                   It's all bullshit. And it's sort of
                   pathetic when you're thirty and you're
                   still doing that shit.




                                                          (CONTINUED)
                                                                   126.
165    CONTINUED: (2)                                                 165

                 JOEL                                 CLEMENTINE
       I really like your hair.          Thank you.

                            JOEL
                  Can I get you something to drink?

                            CLEMENTINE
                  Do you have any whiskey?   I'm cold.

                            JOEL
                  Yeah.                                                     *

       Clementine enters the study as Joel exits into the kitchen.

165A   INT. KITCHEN - DAY                                            165A

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

166    INT. JOEL'S STUDY - DAY                                        166

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

                            JOEL
                  Sorry, I thought there was more.

                            JOEL'S VOICE
                  ... that's what's occurred to me that
                  night, that the only way Clem thinks she
                  can get people to like her is to fuck
                  them or at least dangle the possibility
                  of getting fucked in front of them. And
                  I think she's so desperate and insecure
                  that she'll sooner or later she'll just
                  go around fucking everyone.

                            CLEMENTINE
                  I don't do that.

                            JOEL
                  I wouldn't have thought so.

                            CLEMENTINE
                  Because I don't.

                            JOEL
                  I know.

       Joel turns off the tape.




                                                          (CONTINUED)
                                                                  127.
166   CONTINUED:                                                     166

                             CLEMENTINE
                       (crying)
                   Because it really hurts me that you said
                   that. Because I don't do that.

                              JOEL
                   Okay.   I'm sorry.

      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.

                             CLEMENTINE
                   So... bye. It was nice meeting you and
                   all.

                             JOEL
                   Yeah, you too.   I had a good time.

      She exits.

168   INT. APARTMENT HALLWAY - DAY                                     168   *

      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.                            *



                                                           (CONTINUED)
                                                                 128.
168   CONTINUED:                                                    168

                             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.                                            *

                              JOEL (CONT'D)                               *
                   Wait!                                                  *

                              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)

                                                          (CONTINUED)
                                                              129.
168   CONTINUED: (2)                                             168

                           JOEL (CONT'D)
                     (pause)                                           *
                 Just wait. I just want you to wait for a              *
                 while.                                                *

      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    *
