As Good as It Gets Page #3

CAROL:

If you ever mention my son again,

you will never be able to eat here

again. Do you understand? Give me

some sign you understand or leave

now. Do you understand me...

(adds truthful label)

you crazy freak? Do you?!?

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

down.

CAROL:

Okay. I'll get your order.

She walks away. Melvin watches her, biting his lower

lip. He takes some napkins and cleans the table himself.

INT. CAROL'S APARTMENT - NIGHT

She is underneath a YOUNGER, cuter MAN on the living room

sofa. He is expertly into foreplay. She begins to make

noises as she responds... each time startling herself

with her own noise and trying to reign it in.

She's two women here -- one speeding the pleasure highway

-- the other -- functional mom so blown away by the

emergence of this sexy self that she laughs. The Young

Man stops and looks at her.

YOUNG MAN:

What?

CAROL:

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

me.

His eyes try to burn into hers... She is getting excited

but doesn't know how to play it... He pushes one of the

fingers of the hand caressing her face toward her

mouth... She closes her teeth, his fingers attempt

opening her mouth. She stops him.

CAROL:

Let me just do whatever I do by

myself... I'll catch up to you

someplace I promise.

(as he's put off)

Oh, no... don't look like that.

No. I'm sorry if I'm a goof.

And so with earnestness and caring, she has transformed

the sex into something more intimate -- and, talk about

egg in your beer, hotter. Things are getting wild when

we hear from the distance a child, SPENCER, CALLING and

COUGHING.

CAROL:

Kissing... kissing boys. Oh my.

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

SPENCER (O.S.)

(softly)

Grandma, grandma...

YOUNG MAN:

Maybe you better check.

CAROL:

Like what did you think I was

going to do?

INT. HALLWAY/BEVERLY'S ROOM - NIGHT

Pulling herself together she goes off down the hallway...

she ducks her head into the first bedroom where her

mother, BEVERLY, is listening to music on headphones...

she takes them off when she sees Carol, then hears the

cough.

BEVERLY:

I'm sorry. I was hearing just

everything you were doing so I put

these on to give you privacy.

Carol now goes into her son's room.

INT. SPENCER'S ROOM - NIGHT

The room is a monument to horrible, sleepless nights...

two drugstore de-humidifying filters, a nebulizer

(breathing contraption) a waste basket... a night stand

filled with medicine, a blood pressure kit... along with

some stacks of seven-year-old toys and a small TV wedged

into the tiny space.

SPENCER:

I'm sorry.

CAROL:

Don't be silly. How bad?

SPENCER:

Not bad.

Carol feels his head... that's okay. Then he coughs --

trying to suppress it... then a bigger cough... they each

know what that signals... She brings up a waste basket as

he throws up... she comforts him. He apologizes. She

loves him.

INT. LIVING ROOM - NIGHT

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

CAROL:

(a bit panicked)

You can't smoke... He can't take

smoke.

He palms the cigarette -- resumes making out -- his hand

squeezes her breast -- then he stops and looks at his

hand. She looks down and sees a bit of throw-up he

picked up while feeling her and then notices him looking

at her with extreme distaste... She barks a laugh to

cover her embarrassment but speaks the truth.

CAROL:

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

anymore.

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

light.

CAROL:

That'll teach you.

YOUNG MAN:

Don't apologize.

CAROL:

(perturbed)

That wasn't an apology.

She notices his demeanor -- how he avoids looking at her --

how uncomfortable he is.

CAROL:

Hey... this is just a little throw-

up -- it's nothing to be so

embarrassed about. Really.

(as he shifts

uncomfortably)

Thanks for the dinner. Let me

write down which trains you take

to get back.

YOUNG MAN:

No way.

She brightens.

YOUNG MAN:

I'll take a cab.

She deflates as he moves past her.

YOUNG MAN:

Too much reality for a Friday

night.

EXT. HOLLAND TUNNEL - NIGHT

A cold night in hell. Three young men bullshit near the

approach to the tunnel. Their names are VINCENT, EVAN

and DOUG, who is the oldest at 28. Vincent is dopey and

the most likeable of the gritty little trio.

EVAN:

Why is every customer surprised I

read books?

DOUG:

(amazed)

You read books?

EVAN:

Oh, wow! I know this guy! Look!

He even bought me dinner.

They all focus on a black BMW as it slows and stops in

front of them. CARL checks them out carefully through

the front window. He is talking on the speaker phone.

CARL:

(slightly exasperated)

Look, I just can't. I promised

Simon I'd find him a model.

FRIEND (V.O.)

(on speaker phone,

flirting)

Carl, take me off the speaker.

Did I tell you that these are

house seats? C'mon, you could use

a break. Hello... Carl, are you

there... hello?

Seeing the hustlers:

CARL:

.... I just found a model.

DOUG:

(to Carl)

Hey, how it's goin'...

EVAN:

Hey, hi... remember?

CARL:

I only need one.

EVAN:

You picked me up, maybe a few

weeks, I don't know, some time

ago. You were very flattering

about our... encounter.

CARL:

Maybe just you and me... but this

is for a painting. I need a

pretty face.

Carl beckons to Vincent who joins him, trying to conceal

his pride at winning this lowest end of beauty contest.

INT. SIMON'S APARTMENT - DAY

There is a KNOCK at the door -- Simon crosses to answer.

He is more relaxed than we've seen him -- a man at peace

humming to his favorite music, talking to his dog who

scratches at the door. Simon opens the door to Vincent.

SIMON:

Sorry, I was out in the studio

doing some work and I forgot about

our appointment.

He leads the way back toward the studio -- chatting away

-- unaware that Vincent is disrobing as he follows him

and eyeing the expensive apartment.

SIMON:

I usually make such a big deal out

of picking models but Carl's so

thorough. I'll bet he drove you

nuts checking your references.

And he turns and sees the naked model.

SIMON:

(taken aback)

This isn't a nude.

Vincent moves back to retrieve his clothes.

VINCENT:

Just kidding around.

(then mutters)

So much for love.

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

Vincent is striking blatantly sexual poses to the

increasingly uneasy Simon.

SIMON:

Exactly what is your previous

experience?

VINCENT:

How about that pose?

(sing-song)

This is not fun...

(then)

Give me some direction.

Vincent has instinctively put Simon on the defensive. He

tries not to show it.

SIMON:

Nothing. I just watch till

something strikes me. Do anything

you think of -- try different

thing. Until I say, "hold that

pose." Then just try and

comfortably hold it.

VINCENT:

(trying another space)

The fact that you haven't said,

"hold it" means I haven't done it

right... is that correct? I

haven't done it right?

SIMON:

No... Okay. What I do is watch

and wait for, um... You ever watch

someone who doesn't know you're

watching... an old woman on a bus,

kids going to school and you see

this flash come over them and you

know immediately that it has

nothing to do with anything

external -- that it's in respond

to a private thought they just

had? They are just sort of realer

and more alive. And when you

notice it so are you. If you look

at someone long enough, you

discover their humanity.

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