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                                                                1.



                                                         FADE IN:


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
                                                             2.


    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.

    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.)
            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.
                                                                3.


    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.)
            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.


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
                                                                 4.


             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
             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.

     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
                                                                 5.


     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.

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

     She looks around the empty car.

                        CLEMENTINE
                                                           6.


        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.
                                              7.


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

She stares at him. He gets uncomfortable.

                  CLEMENTINE
        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)
                                      8.


Blue, right? It's called Blue Ruin.
The color. Snappy name, huh?

          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
                                              9.


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

                  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
        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.
                                              10.


                  CLEMENTINE
        Huckleberry Hound! What, are you
        nuts?

                  JOEL
        It's been suggested.

                  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
                                                          11.


        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.

                  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
        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
        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
        Damn it. DAMN IT!
             (there it is)
        Oh. Here.
                                                         12.


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.

                  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.
                                                             13.


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

                       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.

     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.
                                            14.


                  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. 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
        Look, I'm very sorry I came off
        sort of nutso. I'm not really.

                  JOEL
                                                             15.


             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
             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.

                       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.
                                                        16.


                  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
        Two blue ruins--

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

                  CLEMENTINE
        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.

                  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
        Do you believe in that stuff?
        Reincarnation?

                  JOEL
        I don't know.

                  CLEMENTINE
                                                        17.


        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.

                  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
                                                        18.


        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
        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
        Mmmmmmm. Way to go, Joel. You pick
        good.

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?
                                                          19.


                  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 (O.S.)
        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
        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
        Y'know, I'm sort of psychic.

                  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.
                                      20.


          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? Just making sure that
I'm not wasting one second of the
little time I have.

          JOEL
I think about that.
                                                        21.


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)
                                      22.


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. 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
                                              23.


        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.

                  CLEMENTINE
             (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
                                              24.


        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.

                  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
        I'll pack a picnic -- a night
        picnic -- night picnics and
        different -- and --

                        JOEL
                (shy)
                                                           25.


        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
        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.

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

                  CLEMENTINE
        You'll call me, right?

                    JOEL
        Yeah.

                    CLEMENTINE
        When?

                    JOEL
        Tomorrow?

                    CLEMENTINE
                                                                26.


             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.


18   INT. VAN - NIGHT                                                 18

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

                       STAN
             I can't see any numbers.

                       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.


19   EXT. JOEL'S APARTMENT BUILDING - CONTINUOUS                      19

     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.
                                                                27.


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


20   INT. JOEL'S APARTMENT ENTRANCEWAY - CONTINUOUS                   20

     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
             You're lucky you have Clementine,
             man. She's way cool.

     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
             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
             McRomance!
                                                             28.


     The guy laughs again, too much.

                          FRANK
                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
                What's with the dots?


21   INT. JOEL'S APARTMENT - CONTINUOUS                            21

     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.


22   INT/EXT. VAN - CONTINUOUS                                     22

     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 --
                                                             29.


     The lights in Joel's apartment click off.

                       PATRICK
             Show time at the Apollo.

     The two guys get out of the van.


23   EXT. VAN - CONTINUOUS                                         23

     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.


24   INT. JOEL'S APARTMENT BUILDING - MOMENTS LATER                24

     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.


25   INT. JOEL'S APARTMENT - NIGHT                                 25

     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.

                       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.
                                                                30.


     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.


26   EXT. JOEL'S APARTMENT BUILDING - NIGHT                           26

     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.


27   INT. JOEL'S APARTMENT ENTRANCEWAY - NIGHT                        27

     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.

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

     Joel chuckles.

                       MAN
             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
                                                                31.


             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.


28   INT. ROB AND CARRIE'S LIVING ROOM - NIGHT                        28

                       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 --


29   INT. JOEL'S APARTMENT - NIGHT                                    29

     Joel dials the phone.

                       VOICE-OVER
             -- I called her.

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

     Joel, startled, hangs up.


30   INT. STORE - ANTIC ATTIC - NIGHT                                 30

     Joel looks through a display case of funky necklaces. He
     talks as he examines the jewelry.
                                                             32.


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


31   EXT. ANTIC ATTIC - NIGHT                                      31

     Quick shot of the exterior of Antic Attic.


32   INT. STORE - ANTIC ATTIC - NIGHT                              32

                       JOEL
             -- to look for something for her.

     - A saleswoman wraps the jewelry box in red paper.

                       JOEL
             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."


33   INT. BARNES AND NOBLE BOOKSTORE - NIGHT                       33

     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.

     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!
                                                        33.


                         CLEMENTINE
             Baby boy!

     They kiss. Joel watches, confused and horrified.

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


34   INT. ROB AND CARRIE'S LIVING ROOM - NIGHT                34

     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!

                         ROB
                                                             34.


             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.


35   INT. ROB AND CARRIE'S KITCHEN - NIGHT                         35

     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.


36   EXT. LACUNA - DAY                                             36

     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.


37   INT. LACUNA WAITING ROOM - MOMENTS LATER                      37

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

                       MARY
                  (into phone)
                                                             35.


             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. 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.


38   INT. LACUNA OFFICE HALL - MOMENTS LATER                       38

     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.


39   INT. LACUNA, HOWARD'S OFFICE - DAY                            39
                                                               36.


     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 --

                       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--


40   INT. ROB AND CARRIE'S KITCHEN - DAY - INT. LACUNA - DAY         40

     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:
                                                             37.


                       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.

                       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.


41   INT. JOEL'S CAR - NIGHT                                       41

     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.


42   INT. LACUNA - MIERZWIAK'S OFFICE - NIGHT                      42

     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 --
                                                             38.


                       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 --


43   INT. JOEL'S APARTMENT - DAY                                   43

     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 --


44   EXT. NEW YORK STREET - DAY                                    44
                                                                39.


     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 --


45   INT. LACUNA WAITING ROOM - DAY                                   45

     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?

     Before Joel can respond, Mary is back into her work.

     Mierzwiak pokes his head out from the inner office.

                       MIERZWIAK
             Mr. Barish?


46   INT. LACUNA HALLWAY - DAY                                        46

     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
             This is Stan Fink, one of our most
             skilled and experienced
             technicians. He'll be handling your
             case tonight.
                                                             40.


     Stan approaches Joel and shakes his hand.

                       STAN
             Great to meet you, Mr. Barish.

     Joel looks at the equipment in the lab.


47   INT. MIERZWIAK'S OFFICE - DAY                                 47

     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
             So please tell me your name and who
             you are here to erase.

                       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
                                                               41.


              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
              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.


48   INT. LAB - DAY                                                  48

     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
                                                             42.


             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.


49   INT. LACUNA LAB - DAY                                         49

     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 --

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

                       JOEL
                                                         43.


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

                    MIERZWIAK
              (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
        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 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
        Good. We're getting healthy
        readouts.

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

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

                  JOEL
             (trying to remember)
                                                              44.


             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.


50   INT. JOEL'S APARTMENT - NIGHT                                  50

     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.
                                                                45.


51   INT. LACUNA LAB ROOM - DAY                                       51

     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?


52   INT. JOEL'S APARTMENT - NIGHT                                    52

     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.
                                                             46.


                         PATRICK
             Yeah.

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

                       PATRICK
             So who do you think is better-
             looking, me or this guy?

     Stan glances sideways at Patrick.


53   INT. JOEL'S APARTMENT - NIGHT                                 53

     Joel sits in his dark, vague room and listens.

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


54   INT. JOEL'S APARTMENT - NIGHT                                 54

     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)
                                                             47.


             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.


55   INT. JOEL'S APARTMENT - NIGHT                                 55

     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
             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
             I don't know, maybe you did kill
             somebody.

                         CLEMENTINE VOICE-OVER
                                                                48.


             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
             And what are you like? A wino?

                       CLEMENTINE
             A wino? Jesus. Are you from the
             fifties? A wino!
                  (laughs)
             Face it, Joel. 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
             I'm sorry. Okay? I didn't mean
             that. I just-- I was just--
             annoyed, I guess.

     Clementine is out the door. Joel follows.


56   INT. HALLWAY - NIGHT                                             56

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


57   EXT. JOEL'S STREET - NIGHT                                       57

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


58   INT/EXT. JOEL'S CAR - NIGHT - CONTINUOUS                         58

     Joel drives to catch up to Clementine. He rolls down his
     window to talk to her.
                                                               49.


                       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
             You did it to me first. I can't
             believe you did this to me.

     He stops the car, gets out.


59   EXT. STREET - NIGHT                                             59

     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
             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
                                                             50.


             Yeah, that's this guy's girlfriend.
             Was.


60   INT. JOEL'S APARTMENT - NIGHT                                 60

     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!


61   EXT. STREET - NIGHT                                           61

     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 -
     -
                                                                51.


62   INT. JOEL'S APARTMENT - NIGHT                                    62

     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
             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.

                       CLEMENTINE
             Where?

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

                       CLEMENTINE
             I don't see anyone.

     Joel finds himself in --


63   INT. JOEL'S APARTMENT - NIGHT                                    63

     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.
                                                             52.


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

                       CLEMENTINE
             I should have left you at that flea
             market.


64   EXT. FLEA MARKET - DAY                                        64

     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.

                       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
                                                           53.


        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
        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.

                  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
                                                             54.


             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.


65   INT. BAR - NIGHT                                              65

     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.
                  (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 --
                                                              55.


     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?


66   INT. JOEL'S APARTMENT - NIGHT                                  66

     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.

                       MARY
             Is there anything real to drink?

                       STAN
             We haven't checked.

                         MARY
                                                        56.


        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
        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
        Nietzsche. Beyond Good and Evil.
        Found it in my Bartletts.

                  STAN
        That's a good one.

                  MARY
        Yeah, I can't wait to tell Howard!
                                      57.


          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!

          MARY
I think he'll be in Bartlett's one
day.
                                                               58.


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

                       PATRICK
             Definitely. Howard is pure
             Bartlett's.


67   INT. JOEL'S BEDROOM - NIGHT                                     67

     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.
                                                               59.


68   INT. CHINESE RESTAURANT - NIGHT                                 68

     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
             More?

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

     There's a silence.

                       CLEMENTINE
             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.
                                                                60.


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

     Joel looks over and sees:


69   INT. BARNES AND NOBLE BOOKSTORE - NIGHT                          69

     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.


70   INT. CHINESE RESTAURANT - NIGHT                                  70

     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
             --


71   INT. JOEL'S APARTMENT - NIGHT                                    71

     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 --
                                                             61.


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

     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.


72   INT. VOID - DAY                                               72

     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
             Clementine 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.
                                                             62.


                         JOEL
             Oh, God--

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


73   INT. CLEMENTINE'S APARTMENT - NIGHT                           73

     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.
                                                                63.


                       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.

                        JOEL
             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 --


74   INT. JOEL'S APARTMENT - NIGHT                                    74

     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)
                                                                64.


             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.


75   EXT. CLEMENTINE'S STREET - NIGHT                                 75

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


76   INT. CLEMENTINE'S APARTMENT - NIGHT                              76

     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
             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!
                                                                65.


                       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.

                       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.


77   INT. JOEL'S APARTMENT - CONTINUOUS                               77

     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.


78   INT. CLEMENTINE'S APARTMENT - DAY                                78

                       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:
                                                                66.


                       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--


79   EXT. CHARLES RIVER - NIGHT                                       79

     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.

     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
             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.


80   INT. JOEL'S BEDROOM - CONTINUOUS                                 80

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


81   EXT. CHARLES RIVER - CONTINUOUS                                  81

     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:
                                                              67.


     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.


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
                                                                68.


             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.


83   INT. HALL - NIGHT                                                83

     Joel runs toward the shadowy Patrick, who just stands
     there.

     But Joel doesn't get any closer.


84   INT. CLEMENTINE'S APARTMENT - NIGHT                              84

     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
                                                               69.


             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!


85   INT. JOEL'S APARTMENT - NIGHT                                   85

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


86   EXT. FOREST - DAY                                               86

     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
                                                                70.


             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.
             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 --


87   INT. JOEL'S APARTMENT - NIGHT                                    87
                                                             71.


     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.


88   EXT. FOREST - DAY                                             88

     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.

                       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
                                                                72.


             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.


89   INT. JOEL'S APARTMENT - DAY                                      89

     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.

     Joel turns the page. They read.

                       CLEMENTINE
                  (furrowing brow)
             So I have an idea.

                       JOEL
             Does it involve fucking?

                       CLEMENTINE
                                                             73.


             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:

     Fragments of memory: rainy sidewalk with earthworms on it,
     a little hand picks up a worm; a puddle with raindrops
     falling in it; a broken rain gutter spouting water, kids
     feet in yellow rubber rain boots; a young Joel giggling and
     running under an overhang for protection from a sudden
     rainstorm.


90   INT. DATED KITCHEN - DAY                                      90

     Four year old Joel runs and hides under the kitchen table.
                                                           74.


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
        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.

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

                  CLEMENTINE
                                                                75.


             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.


91   INT. JOEL'S APARTMENT - NIGHT                                    91

     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
             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
             I don't know what to do! I don't
             know what to do! Crap. Crap--

                       MARY
             Well, what should we do?

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

                       MARY
             Sor-ry.
                  (beat, stoned)
                                                              76.


             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?


92   INT. MIERZWIAK'S BEDROOM - NIGHT                               92

     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?

                       STAN'S VOICE
             The guy we're doing? He's
             disappeared from the map. I can't
             find him anywhere.
                                                                77.


                       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.


93   INT. JOEL'S APARTMENT - NIGHT                                    93

     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
             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 (O.C.)
             God, I look like shit! God!
                                                               78.


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


94   INT. KITCHEN - DAY                                              94

     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
             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?
                                                               79.


                       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?


95   INT/EXT. CLEMENTINE'S CAR - NIGHT                               95

     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.


96   INT. JOEL'S BEDROOM - NIGHT                                     96
                                                        80.


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.

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

Stan doesn't say anything.

                  MARY
        I'm still stoned. Are you? Crap.

She looks in the mirror.

                  MARY
             (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.
                                                             81.


                          MIERZWIAK
             Odd.

     He fiddles some more. Mary looks on, fascinated.

                       STAN
             I tried that already.

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


97   INT. KITCHEN - DAY                                            97

     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.
                                                             82.


                       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.

                       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:


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

     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.


99   INT. JOEL'S BEDROOM - NIGHT                                   99

     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
                                                            83.


             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.


100 INT. JOEL'S CAR - NIGHT                                       100

    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.

                       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.


101 INT. JOEL'S APARTMENT - NIGHT                                 101

    Mierzwiak watches a blip disappear from the screen.

                       MIERZWIAK
             Got it.


102 INT/EXT. JOEL'S CAR - NIGHT                                   102
                                                               84.


    Joel lunges and desperately hugs the air where Clementine
    was.

                       JOEL
             Tangerine.

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


103 INT. JOEL'S APARTMENT - NIGHT                                    103

    Mierzwiak and Stan watch the blip reappear on the screen.

                       MIERZWIAK
             Odd. It popped back.

    Mierzwiak fiddles with some controls.


104 INT/EXT. JOEL'S CAR - NIGHT                                      104

    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.

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

    The sky turns into --


105 INT. JOEL'S APARTMENT - NIGHT                                    105

    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 --
                                                             85.


106 INT/EXT. JOEL'S CAR - NIGHT                                    106

    Joel is thrust back into the world of his memory.

                          JOEL
                     (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.


107 INT. JOEL'S APARTMENT - NIGHT                                  107

    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.

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


108 EXT. STREET - NIGHT                                            108

    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!


109 INT. JOEL'S BEDROOM - NIGHT                                    109

    Stan is back at the controls. Unconscious Joel's face
    screws up slightly. Mierzwiak's at the door with Mary.
                                                              86.


                       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.


110 INT. BLACK VOID - NIGHT                                         110

    Joel and Clementine crouch in murky blackness.

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


111 INT. BEDROOM - NIGHT                                            111

    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.

                          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.
                                                               87.


    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.


112 INT. JOEL'S APARTMENT - NIGHT                                    112

    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.


113 EXT. BEACH - DAY                                                 113

    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.


114 INT. JOEL'S BEDROOM - NIGHT                                      114

    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
                                                              88.


             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
             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:


115 EXT. JOEL'S CHILDHOOD SUBURBAN STREET - DAY                     115

    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.

                       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
                                                               89.


             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.


116 INT. JOEL'S BEDROOM - NIGHT                                      116

    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.

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

    Stan grabs his coat.

                       STAN
                                                        90.


        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.

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

                  MARY
             (sputtering)
                                                          91.


        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
        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.
                                                               92.


                       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.


117 INT/EXT. THE VAN - JOEL'S APARTMENT BUILDING - DAY               117
                                                            93.


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

    In the window, Mierzwiak's resolve has apparently weakened
    and he and Mary kiss again. This leads to groping, partial
    undressing, and falling onto the bed alongside the
    unconscious Joel. The woman checks the address on Joel's
    building. Stan recognizes her.

    As the woman approaches the only lit window, Stan agonizes
    over what to do. He honks his horn. The woman looks back at
    the van, then hurries to the window. Mierzwiak and Mary, in
    partial undress, squint out into the night. The woman and
    Mierzwiak lock eyes. He practically shrieks and jumps up.


118 EXT. COUNTRY ROAD - DAY                                       118

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


119 INT. JOEL'S BEDROOM - NIGHT                                   119

    Mary looks confusedly at Howard.

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

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


120 EXT. JOEL'S APARTMENT BUILDING - CONTINUOUS                   120

    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
                                                          94.


        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.

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.
                                                               95.


121 EXT. CHARLES RIVER - NIGHT                                       121

    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.

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


122 INT. JOEL'S BEDROOM - NIGHT                                      122

    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.


123 EXT. ROWBOAT - INT. JOEL'S APARTMENT - DAY                       123

    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
                                                             96.


             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.


124 EXT. THEATER - NIGHT                                           124

    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.
                                                             97.


                      CLEMENTINE
             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?


125 INT. THEATER - NIGHT                                           125

    Joel and Clementine walk past the usher.

                       CLEMENTINE
             Naomi, I guess.

                      JOEL
             Yeah.

                       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.


126 INT. DRESS SHOP - DAY                                          126

    The scene has already been erased. It's just a decayed
    husk.
                                                            98.


    A vague Joel watches a vague Clementine model a black
    dress.


127 INT. THEATER - NIGHT                                          127

    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.

    She tears up. They kiss.

                       JOEL
             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
             I thought I was foolish. I thought
             I'd mistaken infatuation for love.
             You said:

                       CLEMENTINE
             So what. Infatuation is good, too.

                      JOEL
                                                               99.


             And I didn't have an argument.


128 INT/EXT. JOEL'S CAR - NIGHT                                      128

    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.


129 INT. CLEMENTINE'S APARTMENT - NIGHT                              129

    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.


130 INT. LACUNA RECEPTION AREA - NIGHT                               130

    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.


131 INT. MIERZWIAK'S OFFICE - NIGHT                                  131

    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
                                                       100.


        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--

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
        And you said--

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

                  MARY'S VOICE
        "This is for your desk. Just a
        little token."

Back to Mary sitting on the floor, listening to the tape.
                                                           101.


                       MARY'S VOICE
             I knew then-- I knew something was
             going to happen-- something
             wonderful.


132 INT. JOEL'S APARTMENT - NIGHT                                 132

    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.


133 INT. ROOM - DAY                                               133

    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.
                                                            102.


134 INT. JOEL'S APARTMENT - NIGHT                                  134

    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.


135 INT. JOEL'S APARTMENT - NIGHT                                  135

    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.


136 INT. BORDER'S BOOKSTORE - NIGHT                                136

    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.


137 EXT. PARK - DAY                                                137

    Joel walks with Naomi.

                       NAOMI
             So what's going on, Joel?

                       JOEL
                                                           103.


             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? 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.


138 INT. BARNES AND NOBLE BOOKSTORE - NIGHT                       138

    Joel enters, looks around. There's no sign of Clementine.

    Joel approaches a male employee.

                       JOEL
             Is there a Clementine who works
             here?
                                                       104.


                  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.

                     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
                                                       105.


        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?

                  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
                                                           106.


             Remember me. Try your best. Maybe
             we can.

    The scene is gone.


139 INT. JOEL'S APARTMENT - DAY                                   139

    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.

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

                       NAOMI
             Say hi to Rob and Carrie. Have some
             fun! Get laid! Just kidding.

                       JOEL
             I hope you get your work done.

                       NAOMI
                  (sighing)
             Maybe when we're ninety.


140 EXT. BEACH PARKING LOT - DAY                                  140

    Rob, Carrie, and Joel emerge from the car, parked amidst a
    small cluster of cars in an otherwise empty parking lot.
                                                              107.


141 EXT. BEACH - DAY                                                 141

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

                       CARRIE
             Is this the right way? Rob? Rob?


142 EXT. BEACH - DAY - MOMENTS LATER                                 142

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


143 EXT. BEACH - DAY - LATER                                         143

    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.

                       JOEL 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
             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
                                              108.


        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.

                  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
        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?
                                                       109.


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

                  JOEL 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
        Hi, Joel. So no jokes about my
        name?

                  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.
                                                 110.


                  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 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.

                  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
                                                           111.


             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 bookstore.

                       JOEL
             I think she's great.

                       CLEMENTINE
             Me too. There's this poem --

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

                       JOEL
             Seems too coincidental that way.

                       CLEMENTINE
             Yeah, maybe.


144 EXT. BEACH - NEAR BEACH HOUSE - DUSK                          144

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

                       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.
                                                       112.


              (pointing to houses)
        Look, houses in which we don't
        live.

Joel chuckles appreciatively.

                  CLEMENTINE
        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
        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
        Cool.

                  JOEL
        What are you doing?

                  CLEMENTINE
        It freezing out here.

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

                     JOEL VOICE-OVER
                (whisper)
                                                           113.


             I couldn't believe you did
             Clementine. that. I was paralyzed
             with fear.

    The front door opens and Clementine stands there beckoning.

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

                       JOEL
             I hesitated for what seemed I could
             see you wanted to like forever.

    He walks cautiously toward the door.

                       CLEMENTINE
             As soon as you walked in. I knew I
             had you. You knew I knew that,
             right?


145 INT. BEACH HOUSE - CONTINUOUS                                 145

    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.

    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.
                                                       114.


                  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
             (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.

                  CLEMENTINE
        Come back and make up a good-bye at
        least. Let's pretend we had one.
                                                             115.


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

                       CLEMENTINE
             Bye, Joel.

                       JOEL
             I love you.

    She smiles. They kiss. It fades.

                         CLEMENTINE
             I --


146 EXT. BEACH - NIGHT                                              146

    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.


147 INT/EXT. ROB AND CARRIE'S CAR - NIGHT                           147

    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.


148 INT. JOEL'S BEDROOM - EARLY MORNING                             148

    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.
                                                              116.


                       MIERZWIAK
             Okay.

    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.


149 INT. MIERZWIAK'S OFFICE AREA - EARLY MORNING                     149

    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.


150 EXT. JOEL'S APARTMENT BUILDING - EARLY MORNING                   150

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

                       STAN
                                                           117.


             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.


151 INT/EXT. CLEMENTINE'S CAR - EARLY MORNING                     151

    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
             Well, it was sure beautiful on that
             river. Thanks for sharing it with
             me.

    Clementine doesn't say anything. Silence.

                       PATRICK
             We'll do it again soon.


152 EXT. CITY STREET - EARLY MORNING                              152

    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
                                                        118.


        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.

                  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
        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
                                                           119.


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

    Mary says nothing.

                       STAN
             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.

                       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
             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.


153 INT. JOEL'S BEDROOM - MORNING                                 153
                                                           120.


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


154 EXT. JOEL'S APARTMENT - MORNING                               154

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

    He touches it, looks around.


155 EXT. COMMUTER TRAIN STATION - MORNING                         155

    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.


156 INT/EXT. MARY'S CAR - MORNING                                 156

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


157 INT. JOEL'S OFFICE - MORNING                                  157

    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!


158 INT. MARY'S APARTMENT - MORNING                               158

    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
                                                   121.


             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.


159 EXT. CITY STREET - NIGHT                              159

    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.

                       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!
                                                           122.


                       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.


160 INT. CLEMENTINE'S APARTMENT - NIGHT                           160

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


161 EXT. COMMUTER TRAIN STATION - MORNING                         161

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

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


162 INT. CLEMENTINE'S APARTMENT - NIGHT                           162

    Joel says goodbye to Clementine.

                       CLEMENTINE
             So you'll call me, right?

                         JOEL
             Yeah.

                         CLEMENTINE
             When?

                         JOEL
             Tomorrow?

                         CLEMENTINE
                                                           123.


             Tonight. Just to test out the phone
             lines.

                       JOEL
             Yeah.

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


163 INT. JOEL'S APARTMENT - NIGHT                                 163

    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.

                       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!
                                                          124.


                  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.

                  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.
                                                              125.


164 EXT. CHARLES RIVER - NIGHT                                       164

    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
             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
                  (laughing)
             Ouch! My ass. Oh my God!

                         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.
                                                       126.


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
        - -

                  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.
                                                           127.


    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.

                       CLEMENTINE
             Shut the fuck up.


165 INT. JOEL'S CAR - MORNING                                     165

    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.
                                                       128.


                  JOEL
        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.

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.
                                                             129.


    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.


166 INT. CLEMENTINE'S APARTMENT - MORNING                           166

    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
                                                             130.


             -- 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.


167 INT. JOEL'S CAR - MORNING                                       167

    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
             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.

                       JOEL
             It's a teaser ad or something.
                                                       131.


                  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
        What are you doing?

                  CLEMENTINE'S VOICE
                                              132.


        -- 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. Not
        fucking-- faking. Honey, let's fake
        tonight. Make a few faces, get it
        over with. Shit-

                  JOEL
        Why did you make this tape?

                  CLEMENTINE
        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
        -- 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
                                                       133.


        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?

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.
                                                              134.


    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!


168 INT. CLEMENTINE'S CAR - MORNING                                  168

    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.


169 EXT. JOEL'S APARTMENT - MORNING                                  169

    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.


170 INT. JOEL'S APARTMENT BUILDING - MORNING                         170

    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.


171 INT. JOEL'S APARTMENT - DAY                                      171

    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.
                                                          135.


                  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
        Look what I found.

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
                                                           136.


             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.

                       JOEL
             I really like your hair.

                       CLEMENTINE
             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.


172 INT. KITCHEN - DAY                                            172

    Joel finds his almost empty bottle of scotch in the
    cabinet.

    He pours the little left into two glasses, exits.


173 INT. JOEL'S STUDY - DAY                                       173

    Joel enters with the two glasses of whiskey. Clementine
    sits on the couch, looking stunned. He hands her a glass.
                                              137.


                  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.

                  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
        I'm sorry about this. I'm Okay.
        Yeah.

                  JOEL
        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.
                                                           138.


                       JOEL
             Yeah, you too. I had a good time.

    She exits.


174 INT. APARTMENT HALLWAY - DAY                                  174

    Clementine walks down the hall. Joel appears behind her.

                       JOEL
             Hey, wait.

                        CLEMENTINE
             What?

                       JOEL
             I just wanted to--

    He doesn't know what to say, stops.

                        CLEMENTINE
             What?

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

                       CLEMENTINE
             It hurts. My ass is purple.

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

                       CLEMENTINE
             I'm good for a laugh, anyway.

                       JOEL
             No, that's not what I meant.

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

                        JOEL
             You too.

    She heads down the hall.
                                                       139.


                  JOEL
        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.

                  JOEL
             (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
                                                140.


          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