Eternal Sunshine of the Spotless Mind (2003)

by Charlie Kaufman.

INT. PUBLISHING HOUSE RECEPTION AREA - DAY

It's grand and modern.  Random House-Knopf-Taschen is etched

on the wall in large gold letters.  An old woman enters

carrying a tattered manuscript, maybe a thousand pages.  She

seems haunted, hollow-eyed, sickly.  The young receptionist,

dressed in a shiny, stretchy one-piece pantsuit, looks up.

RECEPTIONIST

Oh, hi.

OLD WOMAN

(apologetically)

Hi, I was in the neighborhood and thought

I'd see --

RECEPTIONIST

I think he's in a conference.

Unfortunately.  I'm really sorry.

OLD WOMAN

Would you just try him?  You never know.

As long as I'm here.  You never know.

RECEPTIONIST

Of course.  Please have a seat.

The old woman smiles and sits, the bulky manuscript on her

lap.  She stares politely straight ahead.

RECEPTIONIST (CONT'D)

(quietly into headset)

It's her -- I know, but couldn't you just

-- Yes, I know, but -- I know, but she's

old and it would be a nice -- Yes, sorry.

(to old woman)

I'm sorry, ma'am, he's not in right now.

It's a crazy time of year for us.

The receptionist gestures toward a Christmas tree in the

corner.  Its ornaments are holograms.

OLD WOMAN

This book -- It's essential that people

read it because --

(gravely, patting the

manuscript)

-- It's the truth.  And only I know it.

RECEPTIONIST

(nodding sympathetically)

Maybe after the holidays then.

INT. TILED HALLWAY - DAY

The old woman carries her manuscript haltingly down a subway

hall.  She stops to catch her breath, then continues and

passes several archway with letters printed above them.  When

she arrives at one topped by an LL, she slips a card in a

slot.  A plastic molded chair drops into the archway.  She

sits in the chair; it rises.

INT. TUBE -DAY

The woman is still in the chair as it slips gracefully into a

line of chairs shooting through a glass tube.  The other

chairs are peopled with commuters.  We stay with the woman as

she and the others travel over New York City in the tube.

There are hundreds of these commuter tubes crisscrossing the

skyline.  The woman glances at the manuscript in her lap.

It's called:

Eternal Sunshine of the Spotless Mind

This serves as the movie's opening title.  The other credits

follow, as the old woman studies commuters in passing tubes.

Their faces are variously harsh and sad and lonely and blank.

INT. WAITING ROOM - DAY

SUBTITLED: FIFTY YEARS EARLIER

Every doctor's office waiting room: chairs against the wall,

magazines on end tables, a sad-looking potted plant, generic

seascape paintings on the walls.  The receptionist, Mary, 25,

can be seen typing in the reception area.  Behind her are

shelves and shelves of medical files.  The door opens and

Clementine enters.  She's in her early thirties, zaftig in a

faux fur winter coat over an orange hooded sweatshirt.  She's

decidedly funky and has blue hair.  Mary looks up.

MARY

May I help you?

CLEMENTINE

(approaching reception area)

Yeah, hi, I have a one o'clock with Dr.

Mierzwiak.  Clementine Kruczynski.

MARY

Yes, please have a seat.  He'll be right

with you.

Clementine sits.  She looks tired, maybe hungover.  She picks

up a magazine at random and thumbs without interest.

INT. INNER OFFICE AREA - CONTINUOUS

Mary pads down the hallway.  She knocks on a closed door.

MIERZWIAK (O.S.)

Yes?

Mary opens the door, peeks in.  Howard Mierzwiak, 40's,

professional, dry, sits behind his desk studying some papers.

MARY

Howard, your one o'clock.

MIERZWIAK

(not looking up)

Thanks, Mary.  You can bring her in.

She smiles and nods.  It's clear she's in love.  It's equally

clear that Mierzwiak doesn't have a clue.  Mary turns to

leave.

MIERZWIAK (CONT'D)

(looking up)

Mary...

MARY

(turning back)

Yes?

MIERZWIAK

Order me a pastrami for after?

MARY

Cole slaw, ice tea?

MIERZWIAK

(nodding)

Thanks.

MARY

Welcome, Howard.

She smiles and heads down the hall.  Stan, 30's, tall,

spindly, and earnest in a lab coat pops out of a doorway.

STAN

Boo.

MARY

Hi.

She glances back nervously at Mierzwiak's open door.

STAN

Barely seen you all morning, kiddo.

He leans in to kiss her.  She cranes her neck to keep him

off.

MARY

(reprimanding whisper)

Stan... c'mon...

STAN

Sorry.  I just --

MARY

(somewhat guiltilly)

It's just...y'know... I mean...

STAN

I know.  Anyway --

MARY

Anyway, I've got to do my tap

dance here.

She indicates the door to the reception area.  Stan nods.

STAN

See you later, alligator.

MARY

'kay.

STAN

Hey, if you're ordering lunch for

Mierzwiak, would you --

MARY

I better do this, Stan.

Stan nods again and Mary opens the door to the waiting room.

MARY (CONT'D)

Ms. Kruczynski?

CLEMENTINE (O.S.)

Hi.

After a moment, Clementine appears in the doorway.  Mary

leads her down the hall, not looking back.

MARY

(professionally courteous)

How are you today?

CLEMENTINE

Okay, I guess.

MARY

(at Mierzwiak's office)

Here we are.

Mierzwiak steps out from behind his desk.

MIERZWIAK

Ms. Kruczynski, please come in.

Clementine enters the office.  Mary smiles at Mierzwiak and

closes the door, leaving them alone.

INT. OFFICE - CONTINUOUS

Mierzwiak directs Clementine to a chair next to a coffee

table and a conspicuously placed box of tissues.  Mierzwiak

sits across from her.  He smiles.

MIERZWIAK

How are you today?

CLEMENTINE

Okay, I guess.

MIERZWIAK

(nodding sympathetically)

Well, why don't you tell me what's going

on?  Do you mind if I turn this on?

He indicates a tape recorder.

CLEMENTINE

I don't care.

He turns it on, smiles at her, gestures for her to begin.

CLEMENTINE (CONT'D)

Well, I've been having a bad time of it

with um, my boyfriend, I guess.

MIERZWIAK

You guess he's your boyfriend?  Or you

guess you're having a bad time with hm?

CLEMENTINE

What?  No.  I don't like the term

boyfriend.  It's so gay.

Mierzwiak nods.  He's attentive, pleasant, and neutral

throughout.

CLEMENTINE (CONT'D)

Maybe gay isn't the right word.  But,

anyway, it's been rough with him...

whatever the fuck he is.  Heheh.  My

significant other... heh heh.  And I

guess on a certain level, I want to break

it off, but I feel... y'know... it's like

this constant questioning and re

questioning.  Do I end it?  Should I give

it more time?  I'm not happy, but what do

I expect?  Relationships require work.

You know the drill.  The thing that I

keep coming back to is, I'm not getting

any younger, I want to have a baby... at

some point... maybe... right?  So then I

think I should settle -- which is not

necessarily the best word -- I mean, he's

a good guy.  It's not really settling.

Then I think maybe I'm just a victim of

movies, y'know?  That I have some

completely unrealistic notion of what a

relationship can be.  But then I think,

no, this is what I really want, so I

should allow myself the freedom to go out

and fucking find it.  You know?  Agreed?

But then I think he is a good guy and...

It's complicated.  Y'know?

MIERZWIAK

I think I know. I think we can help.  Why

don't you start by telling me about your

relationship.  Everything you can think

of.  Everything about him.  Everything

about you.  And we'll take it from there.

She nods, thinks.

CLEMENTINE

Um, well, he's a fucking tidy one --

EXT. COMMUTER TRAIN STATION

SUBTITLE: TWO WEEKS LATER

The platform is crowded with business commuters.  Joel is

among them.  He is in his 30's, gaunt, and holding a

briefcase.  The platform across the tracks from him is empty.

Suddenly he turns and makes his way through the crowd.  He

climbs the stairs, crosses the overpass to the empty

platform.  Soon an almost empty train pulls up to that

platform.  Joel gets on and watches the business commuters

through the dirty window as his train pulls out of the

station.

EXT. MONTAUK TRAIN STATION - LATER

Joel talks on a phone.  The wind howls around him.  He tries

to shield the mouthpiece as he talks.

JOEL

Hi, Cindy.  Joel.  Listen, I'm not

feeling well this morning.  No.  Food

poisoning, I think.  Sorry it took me so

long to call in, but I've been vomiting.

EXT. BEACH - DAY

Joel wanders the windy, empty beach, with his briefcase.  He

passes an old man with a metal detector.  They nod at each

other.

Later: Joel looks out at the ocean.

Later: Joel sits on a rock and pulls out a notebook.  He

opens it and writes with a gloved hand.

JOEL

January 13th, 2006.  Today I skipped work

and took the train out to Montauk.

(thinks)

It's cold.

(thinks some more)

The sky is gray.

(thinks some more)

I don't know what else to say.  Nothing

happens.  Nothing changes.  I saw Naomi

last night.  We had sex.  It was weird to

fall into our old familiar sex life so

easily.  Like no time has passed.  After

two years apart suddenly we're talking

about getting together again.  I guess

that's good.

He has no other thoughts.  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.  It's Clementine.  He watches her for a bit, then

as she nears, he goes back to his writing, or at least

pretends to.  Once she passed, he watches her walk away.  She

stops and stares out at the ocean.  Joel writes.

JOEL (V.O.) (CONT'D)

If I'm constitutionally incapable of

making eye-contact with a woman I don't

know.  I guess I'd better get back to

Naomi.

Later: Joel walks up near the beach houses closed for the

season.  He peeks cautiously in a dark window.

Later: Joel digs into the sand with a stick.

INT. DINER - DAY

It's a local tourist place, but off-season empty.  Joel sits

in a booth and eats a grilled cheese sandwich and a bowl of

tomato soup.  An elderly couple drink coffee at the counter.

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.

WAITRESS

Coffee?

CLEMENTINE

God, yes.  You've saved my life!

The waitress pours the coffee.

WAITRESS

You know what you want yet?

CLEMENTINE

(laughing)

Ain't that the question of the century.

The waitress is not amused.

CLEMENTINE (CONT'D)

You got grilled cheese and tomato soup?

WAITRESS

Yeah.  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 cover.  It's blue.  He can't read the

title.

EXT. BEACH - DAY

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.

EXT. MONTAUK TRAIN STATION PLATFORM - LATE AFTERNOON

Joel sits on the bench waiting for a 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 out his journal and tries to write in order to

conceal his awkwardness.

INT. TRAIN - A BIT LATER

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

Why?

JOEL

Why what?

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

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.

Clementine makes her way down the aisle towards 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 me.

(pause)

But I don't want to bug you if you're

trying to write or something.

JOEL

No, I mean, I don't know.  I can't really

think of much to say probably.

CLEMENTINE

Oh.  So...

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

came from.

JOEL

I mean, it's okay if you want to sit down

here.  I didn't mean to --

CLEMENTINE

No, I don't want to bug you if you're

trying to --

JOEL

It's okay, really.

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.

JOEL

Rockville Center.

CLEMENTINE

Get out!  Me too!  What are the odds?

JOEL

The weirder part is I think actually I

recognize you.  I thought that earlier in

the diner.  That's why I was looking at

you.  You work at Borders, right?

CLEMENTINE

Ucch, really?  You're kidding.  God.

Bizarre small world, huh?  Yeah, that's

me: book slave there for, like, five

years now.

JOEL

Really?  Because --

CLEMENTINE

Jesus, is it five years?  I gotta quit

right now.

JOEL

-- because I go there all the time.  I

don't think I ever saw you before.

CLEMENTINE

Well, I'm there.  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.

JOEL

I don't have one.

CLEMENTINE

I'll go on the dole.  Like my daddy

before me.

JOEL

I noticed your hair.  I guess it made an

impression on me, that's why I was pretty

sure I recognized you.

CLEMENTINE

Ah, the hair.

(pulls a strand in front of her

eyes, studies it)

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 were

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?

CLEMENTINE

(pissy)

Someone'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

I'm sure you would.

CLEMENTINE

My writing career!  Your hair written by

Clementine Kruczynski.

(thought)

The Tom Waits album is Rain Dogs.

JOEL

You sure?  That doesn't sound --

CLEMENTINE

I think.  Anyway, I've tried all their

colors.  More than once.  I'm getting too

old for this.  But it keeps me from

having to develop an actual personality.

I apply my personality in a paste.  You?

JOEL

Oh, I doubt that's the case.

CLEMENTINE

Well, you don't know me, so... you don't

know, do you?

JOEL

Sorry.  I was just trying to be nice.

CLEMENTINE

Yeah, I got it.

There's a silence.

CLEMENTINE (CONT'D)

My name's Clementine, by the way.

JOEL

I'm Joel.

CLEMENTINE

No jokes about my name?  Oh, you wouldn't

do that; you're trying to be nice.

JOEL

I don't know any jokes about your name.

CLEMENTINE

Huckleberry Hound?

JOEL

I don't know what that means.

CLEMENTINE

Huckleberry Hound!  What, are you nuts?

JOEL

I'm nut nuts.

CLEMENTINE

(singing)

Oh my darlin', oh my darlin', oh my

darlin' Clementine?  No?

JOEL

Sorry.  It's a pretty name, though.  It

means "merciful", right?

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

Oh.  I don't know.  I was just... I don't

know.  I was... 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

Well, anyway... Sorry.

They sit in silence for a while.

CLEMENTINE

I just don't think "nice" is a

particularly interesting thing to be.

The conductor enters the car.

CONDUCTOR

Tickets.

Joel hands the conductor his ticket.  The conductor punches

it and hands it back.

CLEMENTINE

What is nice, anyway?  I mean, besides an

adjective?  I guess it can be an adverb,

sort of.

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

CLEMENTINE (CONT'D)

It doesn't reveal anything.  Nice is

pandering.  Cowardly.

CLEMENTINE (CONT'D)

And life is more interesting than that.

Or should be.  Jesus God, I hope it is...

someday.

(to conductor)

I know it's here.

The conductor and Joel watch as she gets more agitated.

CLEMENTINE (CONT'D)

I don't need nice.  I don't need myself

to be it and I don't need anyone else to

be it at me.

JOEL

Okay.

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 Play by Stephen Dixon.

CLEMENTINE (CONT'D)

Damn it.  DAMN IT!

(there it is)

Oh.  Here.

She hands the conductor the tickets, 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 a 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

That's okay.

CLEMENTINE

(stares out window)

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 said, "that's

okay" to me.  That was nice of you.

JOEL

It's no problem.  Anyway, I have some

stuff I need to --

CLEMENTINE

Oh, okay.  Well, sure, I'll just...

(stands, throws bag over

shoulder)

Take care, then.

JOEL

(pulling journal from

briefcase)

Probably see you at the book store.

CLEMENTINE

(heading toward other end of

car)

Unless I get that hair-color-naming job.

Clementine sits and stares out the window.

INT. TRAIN - LATER

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 immersed in his journal.

INT. TRAIN - LATER

It's dark out.  The train is pretty crowded.  Joel stares out

the window.  Clementine sits closer still to Joel, eyes him.

EXT. TRAIN STATION - EVENING

The doors open and Joel emerges along with others.  He heads

to the parking lot, arrives at the car.  There's a big dented

scrape along the driver's side.  He gets in.

INT. CAR - MOMENTS LATER

Joel drives.  He passes Clementine walking.  She looks cold.

He considers, slows, rolls down his window.

JOEL

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

CLEMENTINE

No, that's okay.  Thanks, though.

JOEL

You're sure?  It's cold.

CLEMENTINE

I don't want to take you out of your way.

JOEL

It's okay.

CLEMENTINE

Yeah?

He pulls over.  She climbs in.  They drive.

JOEL

Where do you live?

CLEMENTINE

You're not a stalker or anything, right?

JOEL

Well, I probably wouldn't say if I were,

but no.

CLEMENTINE

You can't be too careful.  I've been

stalked.  I've been told I'm highly

stalkable.  I don't need that.

JOEL

I'm not a stalker.

CLEMENTINE

(beat)

You know Wilmont?

JOEL

Yeah.

CLEMENTINE

Wilmont.  Near the high school.

Joel turns.  They drive in silence.

CLEMENTINE (CONT'D)

Look, I'm very sorry I came off sort of

nutso.  I'm not really.

JOEL

It's okay.  I didn't think you were.

There's a silence.

CLEMENTINE

So you like bookstores, huh?

JOEL

I like to read.

CLEMENTINE

Me too.  It is Rain Dogs, by the way.

JOEL

Yeah?  I can't remember that album very

well.  I remember liking it.  But --

CLEMENTINE

The song's 9th and Hennepin.  I spent

most of the train ride trying to

remember.  "Till you're full of rag water

and bitters and blue ruin/And you spill

out/Over the side to anyone who'll

listen."  Remember?

JOEL

Sort of, um...

CLEMENTINE

Remember?  "And you take on the dreams of

the ones who have slept there/And I'm

lost in the window/I hide on the

stairway/I hang in the curtain/I sleep in

your hat..."

(starts to cry)

Oh, shit.  I'm so stupid.  Sorry.

JOEL

What?

CLEMENTINE

I'm just a bit of a wreck.  "I sleep in

your hat" makes me cry.

(pointing to a house)

Me.

Joel pulls over.

CLEMENTINE (CONT'D)

Thanks very much.  That was very nice of

you.

JOEL

Well, I wouldn't want to be --

CLEMENTINE

Oh, geez, I'm full of shit.  I already

told you that.

(pause)

Anyway.  See Ya.

Clementine opens the car door.

JOEL

Take care.

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.

INT. CLEMENTINE'S APARTMENT - A FEW MINUTES LATER

Joel stands in the living room, somewhat nervously.  He tries

to calm himself by focusing on the surroundings.  He looks at

the books on her shelves.  Clementine is in the kitchen.  We

see her as she passes by the doorway several times, preparing

drinks and chatting.

CLEMENTINE

Thanks.  I like it, too.  Been here about

four years.  It's really cheap.  My

downstairs neighbor is old so she's

quiet, which is great.  And the

landlord's sweet, which is bizarre, but

great, and I have a little porch in the

back, which is great, because I can read

there, and listen to my crickets and...

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

CLEMENTINE (CONT'D)

Two blue ruins...

Joel is looking at a framed black and white photograph of

crows flying.

CLEMENTINE (CONT'D)

You like that?

JOEL

Very much.

CLEMENTINE

This... someone 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 was good, that crow sound.

CLEMENTINE

Do you believe in that stuff?

Reincarnation?

JOEL

I don't know.

CLEMENTINE

Me neither.  Oh, there's an inscription

on the back.

(takes it off the wall, reads:)

The way a crow/Shook down on me/The dust

of snow/From a hemlock tree/Has given my

heart/A change of mood/And saved some

part/Of a day I rued.

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 click 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 (CONT'D)

Ready for another?

JOEL

No, I'm okay for now.

She heads toward the kitchen with her glass.

CLEMENTINE

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

Joel crosses to the CD's and studies them.

JOEL

What do you want to hear?

CLEMENTINE (O.S.)

You pick it.

JOEL

You just say.  I'm not really --

CLEMENTINE (O.S.)

I don't know!  I can't see them from

here, Joel!  Just pick something good.

Joel studies the unfamiliar CD's.  He picks up Bang On a Can

performing Brian Eno's Music for Airports to look at.

Clementine reenters with her drink.

CLEMENTINE (CONT'D)

Oh, excellent choice.

She grabs it and sticks it in the CD player.  The music is

dreamy and haunting and slow.  Clementine falls back onto the

couch, closes her eyes and sips her drink.

CLEMENTINE (CONT'D)

Mmmmmmm.  Way to go, Joel.  You pick

good.

Joel sits down in his chair and drinks.  There's a silence,

which seems fine to Clementine but makes Joel anxious.

JOEL

Well, I should probably get going.

CLEMENTINE

No, stay.  Just for a little while.

(opens her eyes, brightly)

Refill?

JOEL

No.  I --

CLEMENTINE

I know a man who needs a refill.

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

kitchen.

CLEMENTINE (CONT'D) (O.S.) (CONT'D)

God bless alcohol, is what I say.  Where

would I be without it.  Oh, 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.  Clementine returns with Joel's

drink and a refill for herself.

JOEL

Thanks.

CLEMENTINE

Drink up, young man.  It'll make the

whole seduction part less repugnant.

Joel looks a little alarmed.

CLEMENTINE (CONT'D)

I'm just kidding.  C'mon.

She sits back on the couch, closes her eyes.  Joel watches

her, looks at her breasts.  She opens her eyes, smiles

drunkenly at him.

CLEMENTINE (CONT'D)

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.

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.

CLEMENTINE

(dreamy beat)

But I think I am.  I like to think I am.

CLEMENTINE (CONT'D)

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.

CLEMENTINE

Oh.

(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.

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 an

idiot.

JOEL

I do have a tendency to use that word too

much.

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

Yeah.

CLEMENTINE

(ala Paul Simon)

What's the goal, Joel?

(laughs)

My goal, Joel, is to just let it flow

through me?  Do you know what I mean?

It's like, there's all these emotions and

ideas and they come quick and they change

and they leave and they come back in a

different form and I think we're all

taught we should be consistent.  Y'know?

You love someone -- that's it.  Forever.

You choose to do something with your life

-- that's it, that's what you do.  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

You're very nice.  God, I have to stop

saying that.  You're nervous around me,

huh?

JOEL

No.

CLEMENTINE

I'm nervous.  You don't need to be

nervous around me, though.  I like you.

Do you think I'm repulsively fat?

JOEL

No, not at all.

CLEMENTINE

I don't either.  I used to.  But I'm

through with that.  Y'know, if I don't

love my body, then I'm just lost.  You

know?

CLEMENTINE (CONT'D)

With all the wrinkles and scars and the

general falling apart that's coming

'round the bend.

(beat)

So, I've been seeing this guy...

Joel looks slightly crestfallen.

CLEMENTINE (CONT'D)

(off his reaction)

Well, for the last week, anyway!  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.

CLEMENTINE

That 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's scary sounding.

CLEMENTINE

Exactly!  I used to do it in college and

I had this urge to go do it again, so I

got Patrick and we drove all night to get

there and he was sweet and said nice

things to me, but I was really

disappointment to be there with him.

Y'know?  And that's where psychic stuff

comes in.  Like, it just isn't right with

him.  Y'know?

JOEL

I think so.

CLEMENTINE

I don't believe in that soulmate crap

anymore, but... he says so many great

things.  We like the same writers.  This

writer Stephen Dixon he turned me on to.

And he's cute.  It's fucked up.  Joel,

you should come up to the Charles with me

sometime.

JOEL

Okay.

CLEMENTINE

Yeah?  Oh, great!

She sits closer to him.

CLEMENTINE (CONT'D)

I'll pack a picnic -- a night picnic --

night picnics are different -- and --

JOEL

(shy)

Sounds good.  But right now I should go.

CLEMENTINE

(pause)

You should stay.

JOEL

I have to get up early in the morning

tomorrow, so...

CLEMENTINE

(beat)

Okay.

Joel puts on his overcoat.  Clementine heads to the phone

table, pulls out a notepad.

CLEMENTINE (CONT'D)

I would like you to call me.  Would you

do that?  I would like that.

JOEL

Yes.

She scribbles her phone number, hands it to him.  He puts it

in his pocket.  He stands there uncomfortably for a moment,

then forces himself to speak.

JOEL (CONT'D)

I don't think your personality comes out

of a tube.  I think the hair is just... a

pretty topping.

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

surprised and pleased and nervous.

JOEL (CONT'D)

(shyly formal)

So, I enjoyed meeting you.

CLEMENTINE

You'll call me, right?

JOEL

Yeah.

CLEMENTINE

When?

JOEL

Tomorrow?

CLEMENTINE

Tonight.  Just to test out the phone

lines and all.

JOEL

Okay.

We stay with Clementine as she watches Joel tromping through

the snow and getting in his car.

INT. JOEL'S CAR - NIGHT

Joel speeds through the suburban Rockville Center

neighborhood.  There is no snow on the ground.  He seems

different, somehow foggy and disoriented.

SUBTITLE:  THREE DAYS EARLIER

He arrives at his apartment building and parks.

EXT. JOEL'S APARTMENT BUILDING - CONTINUOUS

Joel gets out of his car, spots a van parked across the

street.  There are two dark figures inside.

VOICE-OVER

Them.

He hurries inside the building.

INT. JOEL'S APARTMENT - NIGHT

Joel enters, dumps his overcoat on a chair, turns off the

lights, crosses to look furtively out the window.  It's

snowing in large flakes which seem to fall only in the beam

of a streetlight.

JOEL

It was snowing.

VOICE-OVER

There are two of them.  Couldn't make

them out.  The orange glow of a

cigarette.

Joel squints to see inside the van.  Two dark figures talk.

One sucks on a cigarette and s dim orange light momentarily

illuminates the interior.  The figure in the driver seat

rolls down his window and gives a cheery wave to Joel.

JOEL

The driver waved.  So casual, friendly.

VOICE-OVER

I'm like a joke to them.

Joel pulls away from the window, his face blanched.

VOICE-OVER

I guess they figure they can act like

they want.  They don't have to worry

about me remembering.

He paces, mulling things over.  As he does, the scene starts

to change, almost as if it is drying out.

JOEL

I might be making a mistake.

VOICE-OVER

Maybe I'm making a mistake.  Maybe I just

need to learn to live with this.  First

of all, I'll get over it.  Secondly, it

happened.  Those who do not remember

history are condemned to repeat it.  Who

said that?  Churchill?  I'm not sure.

But I don't care.  She did it to me.  I

have to rid myself of this.  Fuck her.

JOEL

Fuck you, Clementine.

The colors bleach, the surroundings become slightly vague.

Even Joel's persona and voice-over seem to alter, his

emotional intensity becoming diffused.  Joel does not seem

aware of this.  He stops pacing, takes a small vial from his

pocket, dumps the lone pill onto his palm.  He looks at it.

It's pink.  There's some illegible initials stamped on it.

JOEL (CONT'D)

Pink.

(beat)

There was a number on it.  I remember.

AL 1718?

(beat)

I have to follow through with this.  I

have no choice.

VOICE-OVER

The pill was pink, I remember.  It had

some letters and numbers on it.  What

were they?  AL 1718?  AL something.  Four

digits.  I don't like taking pills when I

don't know what they are.  I have no

choice.

He swallows it, peeks out the window again, takes off his

clothes, slips into a pair of pajamas fresh from the store

packaging.  He sits on the edge of the bed, dials the phone.

JOEL (CONT'D)

We're sorry, the number you have

dialed...

(beat)

Screw you, Clementine, for doing this ...

RECORDED VOICE

We're sorry, the number you have dialed

is no longer in service.  If you think

you have reached this recording in error

-

JOEL (CONT'D)

Bye.

Joel hangs up and lies on his back on the bed.  By now the

scene is lifeless, almost a husk.  He hears the apartment

building door open.  He hears footsteps.

JOEL (CONT'D)

It's them.

VOICE-OVER

It's too late.

His eyelids are getting heavy.  He closes his eyes.

BLACK.

He hears a key in his apartment door.

JOEL (CONT'D)

Fuck.

INT. BOOKSTORE - NIGHT

Joel sits in the bookstore coffee shop.  It's a jarring

transition, visually and emotionally.  Joel is in the midst

of some traumatic state of mind.

He fingers the vial with the pink pill in it as he watches

Clementine stack books on shelves.  Her hair is bright orange

now.

JOEL

I should maybe talk to you.

VOICE-OVER

Clementine.  I should just maybe talk to

her.

Joel rises and heads toward Clementine.

JOEL

I love you and if you knew that... if I

told you what happened...  I'll explain

everything, what we meant to each other.

I'll tell you everything about our time

together.  You'll know everything again

and...

VOICE-OVER

Maybe if I just explain what happened, I

wouldn't have to go through this and I

could tell you everything and it would be

like you knew and we could rebuild and we

could be happy again and...

Right before Joel gets there, Patrick, a skinny young man

approaches Clementine.  Joel stops, watches.  The young man

seems out of breath.  He glances over at Joel, then taps

Clementine on the shoulder.  She turns, annoyed, sees who it

is and her face lights up.

JOEL

Clementine.

VOICE-OVER

That's your look for me.

Clementine giggles, stands and pokes Patrick playfully in the

ribs.

PATRICK

I just thought I'd say hi.  I was in the

neighborhood.

CLEMENTINE

You were not.

PATRICK

I was not.

Joel is mesmerized by their familiarity.  As he stands there,

the scene starts to dry out.

Clementine and Patrick continue their flirtation but it's

turning lifeless, as if they are just reciting lines.  The

bookstore start to lose its color and immediacy.

CLEMENTINE

Come over after I'm done here?

PATRICK

I can't.  I want to, but I have to study.

CLEMENTINE

You rat.

PATRICK

I really want to, but tonight's

important.  Test tomorrow.

JOEL

How could she have done this to me?  How

could anyone do this to anyone?

CLEMENTINE

(to Patrick)

You didn't say anything about my hair.

PATRICK

It's so cool.  You're by far the most

sensational person in the room.

CLEMENTINE

In the room?

PATRICK

In the world.

Joel seems dazed, in some sort of dream confusion, as he

realizes the world around him is looking increasingly odd.

JOEL

What's happening here?

(looks at watch; it's 9:30)

Oh, God!  I have to go home.  They'll be

there soon.

Joel turns to leave.

INT. JOEL'S CAR - NIGHT

Joel drives fast, recklessly.  The intensity is back.  He's

weeping as he drives.

JOEL

Gotta get home.  How could she do this to

me?

How could she not care about what we

meant to each other.  What a fuck!  What

a fucking monster she is!

VOICE-OVER

Oh, God.  I miss her.  I can't believe

she's with that guy now!  I'm never going

to see her again.  I love her so much.

What a fucking monster she is!

The scene is faded as he parks in front of his apartment

building, and gets out of the car.  Joel spots the parked

van.  We've seen this before, but it's dried out now.

JOEL

Them.

EXT. NEW YORK STREET - DAY

Joel trudges along carrying two big trash bags full of stuff.

He's been crying.  He looks behind him and finds himself

looking out the window of his apartment at the dark van on

the snowy street.  He turns back to the New York Street and

spots the address he was looking for: 610 11th Avenue.

INT. WAITING ROOM - DAY

Joel sits in the small room with his bags.  A woman across

from him cradles a box full of belongings in her lap.  Her

eyes are red from crying.  Mary, the receptionist, pokes her

head through her window into the waiting room.

MARY

Hello again, Mr. Barish.  Good, you've

got your stuff.

INT. HALLWAY - DAY

Joel walks with his bags behind Mary.

MARY

(not looking back)

How are you today?

(at lab)

Here we are.

INT. LABORATORY - DAY

Joel enters.  Mierzwiak stands there with Stan in his lab

coat.

MIERZWIAK

Ah, Mr. Barish.  This is Stan.  He'll be

in charge of your procedure tonight.

Stan nods professionally.

STAN

Mr. Barish.

JOEL

How exactly is this going to work

tonight?

As Mierzwiak talks, the room colors start to fade,

Mierzwiak's tone of voice is also affected; it becomes dry

and monotonous.

MIERZWIAK

We'll start with your most recent

memories and go backwards -- 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.  Like a dream upon waking.

JOEL

Is there any sort of 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.

Joel looks quizzically at the eroding environment.  Suddenly

he gets it.

JOEL

It's happening now!  I'm already in my

brain.

Mierzwiak looks at the fading room.

MIERZWIAK

Yes, I suppose you are.

(back in his faded memory

persona)

So, let's get started -- If we want the

procedure underway tonight, we have some

work to do.

Joel is sitting in a chair.  Electrodes connect him to some

electronic machinery monitored by Stan.  Mierzwiak watches

from the corner.

STAN

We use the articles you brought to create

a map of Clementine in your brain.

Tonight while you sleep we'll be able to

trace the map and erase.

JOEL

But you're tracing and erasing now.  It's

already started.  I'm home in my bed.

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

Joel.  The equipment registers Joel's reaction.

STAN

Very good.

Stan pulls out a potato dressed as a Vegas showgirl.  Joel

studies it.  The machines register his response.

MIERZWIAK

We'll dispose of these mementos when

we're done here.  That way you won't be

confused later by their unexplainable

presence in 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 read-outs.

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

STAN'S VOICE

Patrick, do me a favor --

Joel is watching Stan.  Stan is not speaking, yet his voice

continues.

STAN'S VOICE (CONT'D)

-- and 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.

INT. JOEL'S APARTMENT - NIGHT

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.

INT. LAB ROOM - DAY

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)

December 15th, 2004.  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.

Joel looks up at the ceiling.

INT. JOEL'S APARTMENT - DAY

Joel, snapped into a new memory, cries as he fills two large

plastic garbage bags with mementos of his relationship with

Clementine.  There are funny little gifts, wind-up toys, some

potatoes dressed as women, some clothing Clementine has left

there, some CD's.  He pulls a big clump of pages out of his

loose-leaf journal and dumps them in the bag.

He gets some clean loose-leaf paper and writes:

December 15, 2004   Nothing much happened today.  I stayed

home.  Naomi worked on her dissertation.

The scene is fading as he continues to write.

INT. HALLWAY - DAY

Joel looks for an office number.  He finds it.  The plaque on

the door reads Lacuna Ltd.  Joel enters.

INT. WAITING ROOM - DAY

Joel enters the Lacuna waiting room.  Mary sits in the

reception area.

MARY

May I help you?

JOEL

My name is Joel Barish.  I have an

appointment.

MARY

Please have a seat.  Dr. Mierzwiak will

be right with you.

INT. OFFICE HALL - DAY

Mary leads Joel down the hall.

MARY

(without turning)

How are you today?

JOEL

Not great.

MARY

(at Mierzwiak's office)

Here we are.

Joel glimpses Mary smiling coquettishly at Mierzwiak.

INT. MIERZWIAK'S OFFICE - DAY

Joel and Mierzwiak are in the sitting area.  Joel looks at

the tape recorder.

MIERZWIAK

I'm sorry you saw one of our notification

cards.  You never should have.

JOEL

Well... I did.

MIERZWIAK

We can help you through this.  Why don't

you start now by telling me everything

you can remember about your relationship

with Clementine.

JOEL

(thinks, then:)

It was a mess.  I don't know how it got

this way...

PATRICK'S VOICE

It's kind of a dump, don't you think?

Joel looks up, trying to locate the voice.

INT. JOEL'S APARTMENT - NIGHT

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.  Stuffy.

STAN

Patrick, let's just get through this.  We

have a long night ahead of us.

PATRICK

Yeah.

Patrick returns to the bedside, focuses on the machines for a

moment.  He glances at the unconscious Joel.

PATRICK (CONT'D)

So who do you think is better-looking, me

or this guy?

Stan glances sideways at Patrick.

INT. MIERZWIAK'S OFFICE - DAY

Mierzwiak sits with Joel in the sitting area.

MIERZWIAK

So we'll need you to go home and bring in

everything you ever received from

Clementine and anything that might remind

you of her...

The scene is faded and disappearing fast.  It's gone.

INT. JOEL'S OFFICE - DAY

Joel gets off the elevator and approaches the receptionist.

JOEL

So then she just stops calling.

VOICE-OVER

I wasn't going to call her.  Not after

the way she was.

JOEL

Any messages, Carmen?

Carmen the receptionist shakes her head.

Next day: Joel approaches the receptionist.

JOEL (CONT'D)

Any messages for me, Carmen.

CARMEN

Nothing, Joel.

VOICE-OVER

It's bullshit.  She's punishing me for

being honest with her.

Joel is at his office desk on the phone.

PHONE MACHINE VOICE

You have no messages.

INT. JOEL'S APARTMENT - NIGHT

Joel enters, checks his phone machine: zero messages.

INT. JOEL'S OFFICE - DAY

Joel gets off the elevator, approaches Carmen, who is in

conversation with someone else.

JOEL

Sorry, Carmen.  Any messages?

Carmen shakes her head "no", goes back to her conversation.

INT. JOEL'S APARTMENT - NIGHT

Joel checks his machine: zero messages.

VOICE-OVER

That's it.  I'm just gonna--

Without a moment's hesitation, he dials the phone.

VOICE-OVER (CONT'D)

I'm gonna tell her I'm through playing

games and --

RECORDED VOICE

The number you have dialed has been

disconnected.

Joel's eyes bug.

INT. ROB AND CARRIE'S LIVING ROOM - NIGHT

Joel sits across Rob and Carrie, mid-40's.

JOEL

Why would she do that?

VAGUE RECORDED VOICE

-- If you think you have reached this

recording in error, please check your

number and dial again.

CARRIE

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

JOEL

She's punishing me for being honest.  I

should just go to her house.

ROB

I don't think you should go there, Joel.

JOEL

Yeah, 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.

JOEL

I don't know.  I'm so... I can't believe

she'd be so goddamn immature!

ROB

Joel, look, the thing is --

CARRIE

(agitated, interrupting)

Joel, honey... We have to feed the dog.

Would you just wait here?  Just a second.

Joel nods, confused, as Rob and Carrie leave the room and

close the door behind them.  Joel hears a hushed argument

ensue in the hall.  He notices the dog asleep on the floor.

He grabs a magazine off the coffee table, flips through it

distractedly as he paces, puts it down, picks up another.  A

subscription card falls to the floor.  He picks it up and is

about to shove it back in the magazine when he sees it is not

a subscription card at all.  It reads:

Clementine Kruczynski has had Joel Barish erased from her

memory.  Please never mention their relationship to her

again.  Thank you.

Lacuna Ltd.

610 11th Avenue, NY, NY

Joel stares at the card, incredulous.

Later: Rob and Carrie are now back in the room.

CARRIE (CONT'D)

You weren't supposed to see that.

JOEL

They can't erase memories.  It's a joke.

It's a nasty Clementine hoax.

CARRIE

Sweetie, we called the company.

Joel just stands there.

Close-up of a vague dictionary page.

VOICE-OVER

Lacuna:  Noun.  A blank, a missing

portion, especially in a manuscript.

INT. JOEL'S APARTMENT - NIGHT

Joel is on the phone pacing.

CARRIE'S VOICE

You can't tell her, Joel.  They explained

that.  Like waking a sleepwalker.  It

might have a devastating effect.

INT. JOEL'S CAR - NIGHT

Joel drives past vague local landmark.

CARRIE'S VOICE

Think about it: to be told you lived an

existence of which you have no

recollection.

JOEL'S VOICE

But what am I supposed to do?

CARRIE'S VOICE

Move on, sweetie.

JOEL'S VOICE

How can I?  How can I move on when I know

I'm the only one to carry this love we

had?  How do I do that?

INT. CAR - NIGHT

Joel in his parked car next to a fence surrounding a drive-in

movie closed for the season.  He weeps.  The windows fog up

until the outside is completely obscured.

EXT. NEW YORK STREET - DAY

Joel looks for an address.

INT. ELEVATOR - DAY

Joel gets off on the sixth floor.  He searches for a room

number.  As he turns the corner, he sees that the hallway is

faded, vague and mostly erased.  He keeps walking, comes to

the door marked Lacuna and opens it.  Inside he can see

vague, erased version of Mary the receptionist.

MARY

(dead monotone)

Hi, May I help you?

These degraded, faded memories allow Joel to detach himself

and hear what's going on in his bedroom.

STAN'S VOICE

So, Mary's coming over tonight.

Joel looks up.

INT. JOEL'S APARTMENT - NIGHT

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

PATRICK

Yeah?

STAN

Just wanted to let you know.

PATRICK

I like Mary.  I like when she comes to

visit.  I just don't think she likes me.

STAN

She likes you okay.

PATRICK

I wonder if I should invite my girlfriend

over, too.  I have a girlfriend now.

STAN

You can if you want.

PATRICK

Did I tell you I have a new girlfriend?

STAN

(re: memory on monitor)

This one's history.  Moving on...

PATRICK

The thing is ... my situation is a little

weird.  My girlfriend situation.

STAN

Patrick, we need to focus.

Stan aims the joystick.

INT. JOEL'S APARTMENT - NIGHT

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

It's three.

VOICE-OVER

Shit.  The last time I saw you.

CLEMENTINE (CONT'D)

Anyhoo, sweetie, I done a bad thing.  I

kinda sorta wrecked your car...

JOEL

I can't believe you wrecked my car.

JOEL

You're driving drunk.  It's pathetic.

CLEMENTINE

...a little.  I was a little tipsy.

Don't call me pathetic.

JOEL

Well it is pathetic.  And fucking

irresponsible.  You could've killed

somebody.

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

JOEL (CONT'D)

I don't know, maybe you did kill

somebody.

CLEMENTINE

Oh Christ I didn't kill anybody.  It's

just a fucking dent.  You're like some

old lady or something.

VOICE-OVER

Right!  She called me an old lady here,

too!  And I remember, I said...

JOEL (CONT'D)

And what are you like?  A wino?

CLEMENTINE

A wino?  Jesus, Are you from the fifties?

A wino!

(laughs)

Face it, Joel.  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 said this.  He

follows her around.

JOEL (CONT'D)

I'm sorry.  Okay.  I didn't mean that.  I

just... I was just... pissed, I guess.

Clementine is out the door.  Joel follows.

EXT. STREET - NIGHT

Joel looks at his dented car, looks at Clementine clomping

off in the distance.

INT. JOEL'S CAR - CONTINUOUS

Joel drives to catch up with Clementine.  He rolls down his

window to talk to her.

JOEL

Let me drive you home.

CLEMENTINE

(without turning)

Fuck you, Joel.  Faggot.

JOEL

Look at it out here.  It's falling apart.

I'm erasing you.  And I'm happy.

She keeps clomping.

JOEL (CONT'D)

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

did this to me.  By morning you'll be

gone.  Ha!

He stops the car, gets out.

EXT. STREET - CONTINUOUS

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.  Joel wanders it.  In the

distance Clementine walks off, but as in an animated loop,

she doesn't get any farther away.  It's lonely.

PATRICK'S VOICE

See, remember that girl?  The one we did

last week?  The one with the potatoes?

Joel looks up, startled.

STAN'S VOICE

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

INT. JOEL'S APARTMENT - NIGHT

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 last night.

STAN

She was unconscious, Patrick.

PATRICK

She was beautiful.  So sweet and funky

and voluptuous.  I kind of stole a pair

of her panties, is what.

STAN

Jesus, Patrick!

EXT. STREET - NIGHT

On the vague street Joel listens to Patrick and Stan.

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.

There's a click and Joel finds himself in --

INT. JOEL'S APARTMENT - NIGHT

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.

PATRICK'S VOICE (CONT'D)

After we did her, I went to where she

worked and I asked her out.

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

That must be the guy I saw you with.

VOICE-OVER

In the bookstore that night.  The skinny

guy.

There's a click and Joel finds himself in --

INT. JOEL'S APARTMENT - NIGHT

Joel watches TV.  Clementine walks by in her underwear, looks

at the TV.  She slips into a skirt.

CLEMENTINE

How can you watch this crap?

JOEL

Where are you going?

CLEMENTINE

I'm fucking crawling out of my skin.

The scene starts to fade.  Clementine puts on her shoes and

heads out the door.

EXT. ZOO - DAY

Joel and Clementine walk around unhappily.  They barely look

at the animals.  Clementine watches parents with babies.

JOEL

Oh shit.  I remember this.

(to Clementine)

Want to go?

CLEMENTINE

(pissy)

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

Joel, We're fucking gonna talk about it!

Joel looks around.  People are watching.

CLEMENTINE (CONT'D)

You can't fucking say something like that

and say you don't want to talk about it!

JOEL

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

CLEMENTINE

(screaming now)

I'd make a fucking good mother!  I love

children!  I'm creative and smart and I'd

make a fucking good mother!

The scene starts to fade.  Clementine's rant continues but

becomes attenuated and vague.

JOEL

Oh, thank God.  It's going.

CLEMENTINE

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!  I don't even

know why I am!  I should just end it

right here, Joel.  Leave you in the zoo.

Maybe you could find a nice sloth to hang

out with!

She's crying now, but it's almost animatronic, no real

emotion in it.  The scene is a husk.

JOEL

It's going, Clementine.  All the crap and

hurt and disappointment.  It's all being

wiped away.

She looks up at him.

CLEMENTINE

I'm glad.

Their eyes lock.  She is fading before his eyes.

JOEL

Me, too.

INT. BAR - NIGHT

It's noisy and crowded.  Joel and Clementine sit at a small

table.  She is drunk and staring off, blankly.

JOEL

So, um --

CLEMENTINE

(swiveling head toward him)

Would you get me another, Joely?

Joel sighs, stands, and heads to the crowded bar.

CLEMENTINE (CONT'D)

Thanky!  Thanky!

Joel is at the bar, trying to get the bartender's attention.

Joel is paying the bartender.  He turns with the drink to

head back to the table.  He sees Clementine flirting with a

man in Joel's seat.

Joel is at the table.  Clementine looks from her

conversation.

CLEMENTINE (CONT'D)

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, man.

CLEMENTINE

S'okay, 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 --

Clementine keeps talking but there are no more intelligible

words, just a whisper -- like a breeze.

A doorbell buzzes.  Joel looks up.

INT. JOEL'S APARTMENT - NIGHT

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 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.

(looking around)

Have anything to drink?

STAN

We haven't checked.

MARY

Well, allow me to do the honors.  It's

fucking freezing and I need something.

She heads into the kitchen.  Stan turns back to monitor the

slivers of light.

PATRICK

Mary hates me.  I've never been popular

with the ladies.

STAN

Maybe if you stopped stealing their

panties.

PATRICK

(guilty beat)

Okay, There's more, Stan --

Stan looks over at Patrick.  Mary returns with a bottle of

scotch and two glasses.

MARY

Hey, hey.

She pours the whiskey.

MARY (CONT'D)

Oh, Patrick, you didn't want any, did

you?

PATRICK

Nah, I don't know.

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

MARY

Blessed are the forgetful, for they get

the better even of their blunders.

Mary and Stan click glasses.

MARY (CONT'D)

Nietzsche.  Beyond Good and Evil.  Found

it my Bartletts.

STAN

That's a good one.

MARY

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

seems really appropriate.

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

Very cool.  Trippy.

MARY

I like to read what smart people say.  So

many beautiful, important things.

STAN

Yup.

MARY

Don't you think Howard's like that?

Smart?  Important?

STAN

(beat)

Yup.

PATRICK

Definitely!

MARY

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

Stan focuses on the monitor.  Mary pours herself another

drink.

PATRICK

Definitely.

INT. JOEL'S BEDROOM - NIGHT

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.

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

No, it isn't that.

CLEMENTINE

I want to know you.

JOEL

I just don't have anything very

interesting about my life.

CLEMENTINE

Joel, you're a liar.

The scene is faded completely now and Joel just lies there

for a moment, registering Clementine's statement.

INT. CHINESE RESTAURANT - NIGHT

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

How's the chicken?

VOICE-OVER

Is that like us?  Are we just bored with

each other?

CLEMENTINE

Good.

He watches her as she downs her wine and pours herself

another glass.  She holds the wine bottle up to Joel.

CLEMENTINE (CONT'D)

More?

JOEL

No.  Thanks.

There's a silence.

CLEMENTINE

How's the fish?

The scene is fading.

JOEL

It's good.

They continue to eat in silence as the scene dissolves.

PATRICK'S VOICE

Hi, Clementine! -- Why, what's wrong? --

Oh, I'm sorry. -- Well, I'm not sure, I

kind of have to study for my test --

INT. JOEL'S APARTMENT - NIGHT

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 friend.

(covering mouthpiece)

Stan, can I leave for a little while?  My

girlfriend is very --

STAN

Patrick, we're in the middle of --

PATRICK

She's right in the neighborhood.  She's

upset.

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.

(into phone)

I'll be right over, Tangerine.

INT. CLEMENTINE'S APARTMENT - NIGHT

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)

I can't believe I'm crying already.  He

says, "It takes a long time.  That's why

it doesn't often happen to people who

break easily or have sharp edges, or who

have to be carefully kept.  Generally by

the time you are Real, most of your hair

has been loved off, and your eyes drop

out and you get loose in the joints and

very shabby.  But these things don't

matter at all, because once you are Real

you can't be ugly, except to people who

don't understand."

She's weeping.  Joel is stroking her hair.  They kiss and

begin to make love under the blanket.  It's sweet and gentle

and then it starts to fade.

JOEL

(screaming)

No!  Jesus, No!

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 (CONT'D)

Please!  Please!  I've changed my mind!

(looks down at fading

Clementine, then at ceiling)

I don't want this.  Wake me up!  Stop the

procedure!  Plea --

INT. JOEL'S APARTMENT - NIGHT

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 gave 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.  And

adults... they're like this messy tangle

of anger and phobias and sadness...

hopelessness.  And Howard just makes it

go away.

STAN

You love him, don't you?

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

a long moment.

MARY

No.

(beat)

Besides, Howard's married, Stan.  He's a

very serious and ethical man.  I'm not

going to tempt him to betray all he

believes in.

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

EXT. STREET - NIGHT

Patrick, bundled up and carrying a full backpack, trudges

through the snow.

INT. CLEMENTINE'S APARTMENT - CONTINUOUS

Clementine watches out the window as Patrick nears.  She's

crying.  He makes his way up her front stairs.  She swings

open the door and hugs him.

PATRICK

Oh, baby, what's going on?

CLEMENTINE

I don't know.  I'm lost.  I'm scared.  I

feel like I'm disappearing.  I'm getting

old and nothing makes any sense to me.

PATRICK

Oh, Tangerine.

CLEMENTINE

Nothing makes any sense.  Nothing makes

any sense.

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

CLEMENTINE (CONT'D)

Come up to Boston with me?

PATRICK

Sure.  We'll go next weekend and --

CLEMENTINE

Now.  Now!  I have to go now.  I have to

see the frozen Charles!  Now!  Tonight!

PATRICK

Um, okay.  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.

INT. JOEL'S APARTMENT - CONTINUOUS

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.

INT. CLEMENTINE'S APARTMENT - CONTINUOUS

PATRICK

Thanks, Stan.  I owe you.

Patrick hangs up, rifles quickly through his backpack.  He

pulls out a silver bracelet, puts it in his pocket, then

pulls out a journal, flips through it, keeping an eye on the

bedroom door.  The handwriting is a woman's.  He finds what

he's looking for.  He reads:

CLEMENTINE'S VOICE

I took Joel to walk on Charles River with

me last night.  It was so beautiful and

charming.  Joel was nervous about

stepping onto the ice, but he wanted to

please me so much -- he's so sweet --

that he came out after me.    We lay down

right in the center and watched the

stars.  He took my hand and said "I

could...

EXT. CHARLES RIVER - NIGHT

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.  The scene is being erased.

Joel is panicked.

JOEL (CONT'D)

Clem, no!  This can't keep happening.

Please!  Oh, fuck!  Please!

Crazily, Joel runs off, passing through a series of decayed

scenes: He and Clementine arguing in a car, having sex on the

beach, laughing and holding hands at a movie, eating grilled

cheese and tomato soup together in bed, Joel watching her

sleep, them drinking at a bar.  He arrives at a decayed

version of his first meeting with Mierzwiak.

MIERZWIAK

We can help you through this.  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'm trapped in my head and everything I

love is being erased!  Stop it now!

MIERZWIAK

Yes, but... I'm just something you're

imagining.  What can I do?  I'm in your

head, too.

INT. CLEMENTINE'S APARTMENT - NIGHT

Patrick reads the journal.

CLEMENTINE'S VOICE

... and we made love right on the ice.

It was absolutely freezing on my ass!  It

was wonderful.

Clementine enters, dressed for the cold.  Patrick puts the

notebook away.

CLEMENTINE

I'm so excited.  Yay!

PATRICK

I'm excited, too.  Oh, and I wanted to

give you this.  It's a little... thing.

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

PATRICK (CONT'D)

I didn't have a chance to wrap it.

CLEMENTINE

It's gorgeous.

(slipping it on)

Just my taste.  I've never  gone out with

a guy who brought me a piece of jewelry I

liked.

(kisses him)

Thanks.  So let's get going.  Long drive.

INT. JOEL'S APARTMENT - NIGHT

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

EXT. FOREST - DAY

Joel and Clementine are hiking, Clementine in front.

CLEMENTINE

Such a beautiful view.

JOEL

(looking at her)

Yes indeed.

(snapping out of memory)

Fuck!  They're erasing you, Clem!

CLEMENTINE

Oh?

JOEL

I hired them to.  We're in my brain.  But

I want it to stop, before I wake up and

don't know you anymore.

CLEMENTINE

Wow.  Um, well... can't you just force

yourself awake?

JOEL

I don't know.

He concentrates.  Nothing happens.

JOEL (CONT'D)

Aaargh!  It's horrible!  I'm trapped!

He starts to have a fit, banging against trees, stomping his

feet, screaming.  But even while he's doing this the memory

and Clementine are fading around him.

INT. JOEL'S APARTMENT - DAY

It's raining out.  Joel is reading, slouched in a chair.  He

looks over at Clementine, stretched out on her belly in her

underwear.  She's reading, too.

VOICE-OVER

She's so sexy.

JOEL

I loved you on this day.  I love this

memory.  The rain.  Us just hanging.

Clementine looks over at him, smiles.  Her brow furrows in

thought.

CLEMENTINE

What if you hide me?

JOEL

What do you mean?

CLEMENTINE

(formulating)

Well... if they're looking for me in

memories I'm in, what if you take me to a

memory I'm not in?

(proud)

And we can hide there till morning.

Joel ponders this.  The scene and Clementine are beginning to

dissolve.  Joel grabs Clementine's hand.  She giggles with

glee.  He pulls her out of the scene as it degrades.

JOEL

Where?  Where?  Where?

He drags her through the landscape of already decayed

memories and turns off into:

INT. KITCHEN - DAY

The kitchen is dated and vague.  Joel and Clementine are in

an oversized playpen; they're adults but small.  Joel wears

footsie pajamas with some vague little animals on them.  He

holds a a red furry huckleberry hound doll.  Clementine is

still in her panties and bra.  An oversized woman in high

heels, seen from a low angle, hurries back and forth

preparing dinner.

CLEMENTINE

Jesus.  What's this?

Joel looks around at the kitchen, at his doll, at the woman.

JOEL

I must be about two.

(oddly)

I want my mommy.  She's busy.  She's not

looking at me.

(back to himself, re: doll)

Look, my Huckleberry Hound doll!  I told

you about this!

(beat)

I want my mommy!

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

him.

JOEL (CONT'D)

(crying still)

I want my 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

Joel, Joely, look... it's not fading.

The memory.  I think we're hidden.

Joel sucks in some snot.  His mother scurries back and forth

clanging pots.  The room is not decaying.  Joel smiles.

INT. JOEL'S BEDROOM - NIGHT

Stan and Mary lie on the floor, their stoned minds wandering

after sex.  Stan suddenly perks up.  He looks at the monitor.

STAN

It's stopped.

MARY

What?

STAN

Listen, it's not erasing.

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

STAN (CONT'D)

It's not erasing.  He's off the screen.

MARY

Where?

STAN

I don't know.  He's not on the map.

Stan tries to break through his marijuana haze.  He fiddles

nervously with the equipment.

STAN (CONT'D)

I don't know what to do!  I don't know

what to do!  Crap.  Crap...

MARY

Well, what should we do?

STAN

I don't know!  I just said that!

MARY

Sor-ry

(beat)

We have to do something.  He can't wake

up half done.

STAN

Shit!

He jerks the joystick spastically.  Mary, also naked, gets up

and looks over his shoulder at the screen.

MARY

(definitely)

We should call Howard.

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

understand her motivation.

STAN

No way.  I can handle this.

MARY

This guy's only half cooked.  There's no

time to fuck around, Stan.

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

STAN

(without making eye contact)

Okay.

He dials the phone, waits.

STAN (CONT'D)

Hello, Howard?

INT. MIERZWIAK'S BEDROOM - 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.

MIERZWIAK

Okay, 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

1062 Sherman Drive.  Apartment 1E,

Rockville Center.

Mierzwiak writes it down on a bedside not pad.  He hangs up.

INT. JOEL'S APARTMENT - NIGHT

Stan hangs up the phone, looks at Mary.

MARY

He's coming?

STAN

You better go.

MARY

Hell no.

She starts getting dressed.

MARY (CONT'D)

Shit, I'm so stoned.  I don't want him to

see me stoned.  Stop being stoned, Mary!

She hurries into the bathroom with her bag.

MARY (CONT'D) (O.S.) (CONT'D)

God, I look like shit!  God!

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

hands.

INT. KITCHEN - DAY

Joel and Clementine are in the playpen.  Joel's oversized

mother reaches down as she hurries by and pats Joel on the

head.

MOTHER

How's my baby boy?

She's gone.

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

You know, we're okay.  They're not

finding us.  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.  On my bed

in your panties.  I remember I thought,

how impossibly lucky am I to have you on

my bed in your panties.

She kisses him.

CLEMENTINE

You remember what happened next?

JOEL

I came over to the bed and you smelled so

good, like you just woke up, slightly

sweaty.  And I climbed on the bed with

you and you said something like --

CLEMENTINE

-- another rainy day.  Whatever shall we

do?

He laughs.  She unbuttons his pajamas.  They begin to make

love.  Joel's mother hurries around the kitchen.  Joel stops,

looks at Clementine.

JOEL

There's this guy!

CLEMENTINE

What?

JOEL

There's this guy.  I heard him talking in

my apartment.  He's one of the eraser

guys.  And he fell for you when they were

erasing 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 while you

were being erased!

CLEMENTINE

Gross! You must remember to tell me this

in the morning.  I'm, like, so freaked

out now.

INT. CLEMENTINE'S CAR - NIGHT

It's a rust bucket.  Clementine drives through the snow.

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.

She glances gratefully over at him then starts to cry even

harder.

INT. JOEL'S BEDROOM - NIGHT

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 night.  She's dressed also, and

she's wearing more make-up now.  Her hair is pulled up into

some sort of style.  Suddenly she freezes at the window.

MARY

There he is.  Oh my God.  Oh my God.  Do

I look okay?

She doesn't say anything.

MARY (CONT'D)

I'm still stoned.  Are you?  Crap.

She looks in the mirror.

MARY (CONT'D)

(to Joel)

Your Visine 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 help

comfort the clientele.  You know.

Mierzwiak looks from Mary to Stan, nods, and enters.  Mary

closes the door.  Mierzwiak crosses to the equipment.

MIERZWIAK

Let's get to the bottom of this.  Shall

we?

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

MIERZWIAK (CONT'D)

Odd.

He fiddles some more.  Mary looks on, fascinated.

STAN

I tried that already.

MIERZWIAK

Did you try going through C-Gate?

STAN

Yeah.  Of course.

Mierzwiak ponders.  He unzips his equipment bag, pulls out

another laptop computer and plugs it in to the system.

MIERZWIAK

I'm going to do a Spectrum search

throughout his memory, see if anything

comes up.

Mierzwiak presses some more buttons.  The program starts up.

A much more complex and detailed human brain appears on this

screen.  It rotates.  Eventually Mierzwiak sees a small

distant light in the brain.  He zeroes in on it.

MIERZWIAK (CONT'D)

Okay, here it is.  I don't know why it's

off the map like that, but --

INT. KITCHEN - DAY

Joel is being bathed in the oversized sink by his oversized

mother.  Clementine sits in the water with him, laughing.

The mother doesn't seem to see her.

MOTHER

Little baby getting awwwl cleean.  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.

The elements of the scene flash explosively away:  Joel's

mother, his Huckleberry Hound doll, the details of the

kitchen, Clementine.   Joel is thrown into:

INT. CAR - NIGHT

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.

INT. JOEL'S BEDROOM - NIGHT

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 take it

from here.

MIERZWIAK

Yeah, probably a good idea.

INT. CAR - NIGHT

Clementine and Joel laugh as they try to give voice to what

the characters on the screen are saying.

CLEMENTINE

But can't you see... I love you, Antoine.

JOEL

Don't call me Antoine.  My name is Wally.

CLEMENTINE

Yes, but I can't love a man named Wally.

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

remembers their previous plan.

JOEL

They found us before.  The plan didn't

work.  I don't know what to do now.

CLEMENTINE

(mouthing to woman on screen)

Hide me somewhere deeper?  Somewhere

buried?

Joel grabs her.  They run off just as the scene decays into a

husk behind them.

INT. JOEL'S BEDROOM - NIGHT

Stan is back at the controls.  Mierzwiak's at the door with

Mary.

STAN

Howard, they've disappeared again.

MIERZWIAK

Oh dear.

MARY

I'm so sorry, Howard, you must be tired.

He nods, distractedly.  She smiles to herself as he heads

back to the equipment.

EXT. SCHOOLYARD - AFTERNOON

Joel, now the size of a junior high school kid and dressed

accordingly, is peering around the corner of the school

building toward the bike rack.  Clementine is with him,

dressed as she was in the parked car.

CLEMENTINE

Look at you, cutey!  What are we doing?

JOEL

This kid, Joe Early, is going to beat the

shit out of me.

VOICE-OVER

I'm terrified.  I thought if I hung

around the art room long enough, he'd go

home and I could get my bike.

They head toward the bike rack.  Joel's is the only bike

remaining.

CLEMENTINE (CONT'D)

Poor Joel.

They're at the bike rack and a bunch of kids, including

giant, fat Joe Early come around the corner.

JOE EARLY

Hi, Jill.

JOEL

He calls me Jill.  Everyone calls me Jill

after this.

The other kids laughs.

JOEL

Just shut up, Joe.  I'm going home.

JOE EARLY

I don't think so.  We're fighting.

JOEL

I don't want to fight you.

The kids start chanting, "fight, fight, fight..."  Joe Early

throws a wild punch that hits Joel in the side.  joel falls

and stays down, covering himself.

JOE EARLY

C'mon, Jill.  Get up, faggot.  C'mon.

Joel doesn't say anything.  He peeks humiliated at

Clementine.  She's watching him.  She's got a tear in her

eye.  She kneels down beside him, puts her arm around him.

JOEL

I'm too scared to even throw a punch.

When I tell people this story I leave

that part out.

The scene flashes violently to white and is gone.

INT. JOEL'S APARTMENT - NIGHT

Mierzwiak is at the machine.

MIERZWIAK

We got him back.  Stan, I think I'm just

going to have to get through this

manually.  We're running late.

EXT. BEACH - DAY

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

Clem, c'mon, we've got to hide you.

Remember?

He grabs her arm and yanks and they are in:

INT. BOY'S BEDROOM - NIGHT

It's dark.  Joel, junior high school size, is in bed

masturbating.  Clementine is in there, too, in her winter

coat, still laughing from before.  She realizes what's going

on.

CLEMENTINE

(mock offended)

Joel!

JOEL

(continuing to masturbate)

I don't like it either, but I'm just

trying to find horrible secret place 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.  Have a good night.

The mother backs out, closes the door.  Joel cringes.

Clementine laughs, still in the mode of the memory she was

swiped from.  Flash!  It's all gone.

INT. RESTAURANT - NIGHT

Joel and Clementine are laughing as she blows out the candle

on a slice of cheesecake in front of her.  Joel hands her a

small wrapped box.

JOEL

Happy Birthday.

CLEMENTINE

(unwrapping the gift)

Thanks, Joely.  A present!  Oh boy!

She pulls out the bracelet.  It's the same bracelet Patrick

gave her.

CLEMENTINE (CONT'D)

Oh, Joel.  It's beautiful!

(slip it on)

I mean, you're the first guy who ever

bought me a piece of jewelry I could

honestly say that about.

He notices she's starting to fade.

JOEL

I scoured the city for it.

CLEMENTINE

I love it!

She leans across the table to kiss him.  He grabs her and

runs through the decaying scene and into the vague night.

EXT. SUBURBAN STREET - DAY

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.

BOYS

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

Joel doesn't want to.  Clementine watches.

JOEL

I can't.  I have to go home.  I'll do it

later.

VOICE-OVER

I didn't want to do this.  But I had to

or they would've called me a girl.

Joel miserably smashes the bird repeatedly with the hammer.

Red jelly guts cover the hammer and the wagon bottom.  The

kids hoot.

VOICE-OVER

I can't believe I did that.  I'm so

ashamed.

A live bird watches from a tree.  Clementine, still dressed

for her birthday dinner (wearing her new bracelet), 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.

(beat)

This is a great birthday present.

Getting to see you as a boy.

She kisses him and they walk holding hands.

JOEL

(pointing)

That's where I live.  Lived.

Joel looks down at her hand.  It's fading.  The bracelet is

gone.  Clementine is gone.  His childhood house is gone.

INT. JOEL'S BEDROOM - NIGHT

Mierzwiak works the equipment.  He has located a small area

of light in the brain imaging and eradicates them.

MIERZWIAK

I'm getting the hang of it.  I still

understand it.  But I'm finding him

quickly enough.  I'm hopeful there won't

be too much peripheral eradication.

Mary sits on the bed.

MARY

(a little giggly)

I like watching you work.

Stan sighs, grabs his coat.

STAN

I'll go out for a smoke.  If no one

minds.

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)

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 I psyched myself out.

MIERZWIAK

It's no big deal.

MARY

You are such a sweetheart.

There's an embarrassed moment as that line hangs in the air.

Then Mary plunges ahead to bury it.

MARY (CONT'D)

Anyway, 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

That'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.

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.

Mierzwiak comforts her with a hug.  It turns into 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 a long while, then Howard goes back

to locating and eradicating blips of lights.

EXT. JOEL'S APARTMENT BUILDING - NIGHT

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,

checks the address on Joel's building, approaches the only

lit window, watches Mierzwiak and Mary inside.  Mierzwiak's

resolve has apparently weakened and he and Mary kiss again.

This time it leads to groping, partial undressing, and

falling onto the bed alongside the unconscious Joel.  The

woman in the window is transfixed.  As Mierzwiak fumbles to

unzip his pants, he catches sight of the woman in the window.

He practically shrieks and jumps up.

EXT. COUNTRY ROAD - DAY

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

simultaneously.

INT. JOEL'S BEDROOM - CONTINUOUS

Mary looks confusedly at Howard.

MARY

What?

She follows his eyes and sees the woman in the window, who

turns and walks off in a huff.

MARY (CONT'D)

Oh my God!

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

EXT. JOEL'S APARTMENT BUILDING - CONTINUOUS

The woman is at her car.  Stan watches from the van.

Mierzwiak is hurrying 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.

MIERZWIAK

It didn't start out to be this.  I came

here to work.  It's a one-time mistake.

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

MARY

(heroically)

Mrs. Mierzwiak, it's true.  And it's not

Mr. Mierzwiak's fault.  I'm a stupid

little girl with a stupid little crush.

I basically forced him into it.  I swear.

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.

EXT. CHARLES RIVER - NIGHT

Clementine and Patrick lie on 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.

INT. COMMUTER TRAIN - NIGHT

Mary, in shock, sits in the empty fluorescent car.  She tries

to look out the window but can only see her own reflection.

INT. JOEL'S BEDROOM - NIGHT

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.

EXT. ROWBOAT - DAY

Joel, the size of a ten year old, sits fishing with his

oversized father.  Clementine is naked and in the boat, too.

She's reading The Play by Stephen Dixon.

CLEMENTINE

I love this book, Joel.  Thank you so

much for telling me about it.

Joel is his father.  The father is drunk and sullen.  He

faces away from Joel, looks out at the lake.

FATHER

Don't be like me, son.  Don't waste your

life.  You'll come to a point someday

where it'll be too late.  You'll be sewn

into your fate...

JOEL

It was horrifying, seeing my father like

that.

There was no hope for me if his life was

such a failure.  And he saw failure in

me, too, written in my future.

Clementine watches the frightened, confused Joel.

CLEMENTINE (CONT'D)

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.

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

INT. CHINESE RESTAURANT - NIGHT

Joel finds himself eating Chinese food and sitting across

from Clementine.  He is ragged and jarred.

JOEL

I'm done, Clem.  I'm just going to ride

it out.  Hiding is clearly not working.

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?

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 wallpaper.

CLEMENTINE

Egad, were you horrified?

JOEL

No!  I think you were wearing that black

dress, y'know, with the buttons.

She is wearing the black dress.

CLEMENTINE

No, you were with me when I bought that.

At that place on East 6th.  It was later.

INT. DRESS SHOP - SHOP

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

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

INT. RESTAURANT - NIGHT

Clementine wears a generic black dress now.

JOEL

Right.  Something black though.

CLEMENTINE

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

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

I was so nervous.  I remember I couldn't

think of anything to say.  There were

long silences.

There is a long silence.

JOEL (CONT'D)

I thought I was foolish.  I thought I'd

mistaken infatuation for love.  You said:

CLEMENTINE

So what.  Infatuation is good, too.

JOEL

And I didn't have an argument.

INT. CAR - NIGHT

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.

INT. CLEMENTINE'S APARTMENT - NIGHT

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.

INT. LACUNA RECEPTION AREA - NIGHT

Mary enters the dark room, frazzled.  She flips on the

fluorescent lights and searches the file folders, finds one

with her name on it.  Her jaw drops.  With a shaky hand, she

puts the tape into the player on her desk and presses "play."

MIERZWIAK VOICE

Okay, so just tell me what you remember.

And we'll take it from there.

MARY'S VOICE

(shaky)

Um, I liked 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 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 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 so excited...

A SERIES OF MURKY IMAGES.  NO DETAIL.

A flirtatious look from Mierzwiak.

MARY'S VOICE (CONT'D)

...Remember you bought me that little

wind-up frog?

A vague shot of a wind-up frog.

MARY'S VOICE (CONT'D)

And you said...

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

MARY'S VOICE (CONT'D)

"This is for your desk.  Just a little

token"

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

MARY'S VOICE (CONT'D)

I knew then... I knew something was going

to happen... something wonderful.

INT. JOEL'S APARTMENT - NIGHT

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.

INT. ROOM - DAY

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.

INT. JOEL'S APARTMENT - NIGHT

Joel sits.

VOICE-OVER

I didn't pick up the phone to call you,

Naomi.  I didn't pick up the phone.

The scene dissolves.

INT. JOEL'S APARTMENT - DAY

Namoi is red-eyed from crying.  She is packing things in

boxes.  Joel paces, steals glances at her, doesn't know what

to say.  She holds up a book.  The scene starts to fade.

NAOMI

Yours?

JOEL

You take it.  I don't know.

She tosses it in a box.

JOEL (CONT'D)

Naomi, I really value our relationship.

I hope it's possible for us to stay in

touch.

NAOMI

Don't do this to me now, Joel.  Really.

INT. JOEL'S BEDROOM - DAY

Joel watches out the window as Naomi stuffs a final box in

the trunk of a car.  There's another woman down there with

her.  They get into the car and drive off.

INT. BORDER'S BOOKSTORE - NIGHT

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.

EXT. PARK - DAY

Joel walks with Naomi.

NAOMI

So what's going on, Joel?

JOEL

I don't know, I've just been thinking,

maybe we're not happy with each other.

NAOMI

What?

JOEL

Y'know, we've been, I don't know, sort

of, unhappy with each other and --

NAOMI

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

JOEL

I think maybe, we're both so used to

operating at this level that -- How can

one person be unhappy?  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

It's not somebody else.

VOICE-OVER

I hate myself.

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

INT. BORDER'S BOOKSTORE - NIGHT

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

Joel approaches a male employee.

JOEL

Is there a Clementine who works here?

MALE EMPLOYEE #1

(calling to another male

employee)

Mark, is Clem on tonight?

MALE EMPLOYEE #2

On my dick, bro.

(turns, sese Joel, embarrassed)

Oh, hey.  Yeah, I think she's upstairs in

Philosophy.

Joel climbs stairs, searches the aisle, 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

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

Remember me.  Try your best.  Maybe we

can.

The scene is gone.

INT. ROB AND CARRIE'S CAR - NIGHT

Joel sits forlornly in the back seat.  Rob drives and Carrie

sits in the front passenger seat.  The car stops in front of

Joel's apartment building.

JOEL

Thanks, guys.

CARRIE

I hope you feel better, sweetie.

JOEL

Yeah.

CARRIE

Say hi to Naomi.

The car door closes.

INT. BUILDING STAIRWAY - NIGHT

Joel climbs the stairs.

VOICE-OVER

I hope she's not up.  I need to think.

INT. JOEL'S BEDROOM - NIGHT

The lights are off.  Joel sits on a chair near the window,

writing in his journal.  The streetlight illuminates the

paper.  Naomi sleeps in the bed.

VOICE-OVER

I met someone tonight at a party on the

beach.  Her name is Clementine.  There is

something alive about her.

Naomi turns over in bed, sees Joel.

NAOMI

(full of sleep)

Hi.

JOEL

Hi.

NAOMI

How was it?

JOEL

You didn't miss much.  Rob Carrie say

hello.

NAOMI

Hi, Rob and Carrie.

JOEL

Go back to sleep.

The room is starting to decompose.

NAOMI

Yeah.  Come to bed.  I'm cold.

JOEL

In a minute.

Naomi turns over.  Joel goes back to his writing.

VOICE-OVER

(more and more emotionless)

I don't know what to do about this.  I've

been feeling so alienated and numb

lately.  Forever.  The thought of not

acknowledging my feelings again seems

self-destructive.

How can I continue on this path toward a

living death, a life filled with

obligation and guilt and responsibility

but joyless, hopeless?  I need to speak

with Clementine.

The scene has turned to a husk.

INT. JOEL'S APARTMENT - AFTERNOON

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 night we met.  My God,

it's over.

NAOMI (CONT'D)

Me, too.

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

continues to write.

NAOMI (CONT'D)

Say hi to Rob and Carrie.  Have some fun!

JOEL

I hope you get your work done.

NAOMI

(sighing)

Yeah.

INT. ROB AND CARRIE'S CAR - NIGHT

Rob drives.  Carrie fiddles with the radio dial in the front

passenger seat.  Joel sits in the back.

CARRIE

I'm sorry Naomi couldn't make it.  You

okay?  You seem quiet.

JOEL

Just a little overworked, maybe.

VOICE-OVER

The trip to the party where I met

Clementine.  My first memory of her is

now my last memory of her.

Joel looks out the window.  Carrie turns around and says

something to Joel.  She is backlit, her hair a halo of frizz.

JOEL

I remember you turned around.  Your face

was dark and your hair was backlit -- I

could see a halo of frizz -- you asked me

if things were okay between Naomi and me.

CARRIE

I did.  You said, things were fine.

JOEL

I remember.

CARRIE

This is the night you met Clementine,

Joel.  I remember watching you walk down

the beach with her and I thought, oh

shit.

JOEL

Yeah, you told me that later.

CARRIE

I told you that later.

Joel looks out he window.  He sees the husk of a memory on

the darkened roadside.  It's Joel and Carrie in:

INT. ROB AND CARRIE'S KITCHEN - DAY

Faded.  Carrie and Joel sit at the table with coffee.

CARRIE

Who was the girl you walked off with?

JOEL

No one.

EXT. BEACH PARKING LOT - NIGHT

Rob, Carrie, and Joel emerge from the car, parked amidst a

small cluster of cars in an otherwise empty parking lot.

EXT. BEACH - NIGHT

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

CARRIE

Is this the right way?

EXT. BEACH - MOMENTS LATER

Joel, Rob, and Carrie step out of the brush and see a bonfire

down the beach.  People and music can be heard.

EXT. BEACH - LATER

Joel sits on a log, a paper plate of chicken and corn on his

lap.  People warm themselves at the fire.  Joel watches

couples talking, kissing, Rob sharing a joint with a guy.

JOEL

You were down by the surf.  I could just

make you out in the dark.

Joel looks down to the water.  There's Clementine, in her

orange hooded sweatshirt, looking out to sea.

JOEL (CONT'D)

Your back to me.  In that orange

sweatshirt I would come to know so well

and even hate eventually.  At the time I

thought, how cool, an orange sweatshirt.

VOICE-OVER

I remember being drawn to you even then.

I thought, I love this woman because

she's alone down there looking out at the

black ocean.

JOEL (CONT'D)

But I went back to my food.  The next

thing I remember, I felt someone sitting

next to me and I saw the orange sleeve

out of the corner of my eye.

A shot of the orange sleeve.  Joel looks up.

CLEMENTINE

Hi there.

JOEL

Hi.

VOICE-OVER

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, yknow... 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

Even then I didn't believe you entirely.

I thought how could you be talking to me

if you couldn't talk to people?

VOICE-OVER

But I thought, I don't know, I thought it

was cool that you were sensitive enough

to 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 (CONT'D)

You did?  You liked me?

JOEL

You know what 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 borrow a piece of

your chicken?

JOEL

And you picked it out of my plate before

I could answer and it felt so intimate

like we were already lovers.

JOEL (CONT'D)

I remember --

VOICE-OVER

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

I'm Joel.

VOICE-OVER

No, it was lovely.

CLEMENTINE (CONT'D)

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.

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 good-bye.

She nods.

Joel and Clementine are walking near the surf.

JOEL (CONT'D)

So you're still on the Zoloft?

VOICE-OVER

Next thing I remember we were walking

down near the surf.

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

yeah?

CLEMENTINE

I'll give you a couple.  See what you

think.

JOEL

Okay.

CLEMENTINE

Have you ever read any Anna Akhmatova?

JOEL

I love her.

CLEMENTINE

Really?  Me, too!  I don't meet people

who even know who she is and I work in a

book store.

JOEL

I think she's great.

CLEMENTINE

Me too.  There's this poem --

JOEL

Did this conversation come before or

after we saw the house?

CLEMENTINE

I think, before.

JOEL

Seems too coincidental that way.

CLEMENTINE

Yeah, maybe.

Joel and Clementine wander near some beach houses closed for

the winter.

CLEMENTINE (CONT'D)

Do you know her poem that starts "Seaside

gusts of wind,/And a house in which we

don't live...

JOEL

Yeah, yeah.  It goes "Perhaps there is

someone in this world to whom I could

send all these lines"?

CLEMENTINE

Yes!  I love that poem.  It breaks my

heart.  I'm so excited you know it.

(pointing to houses)

Look, houses in which we don't live.

Joel chuckles appreciatively.

CLEMENTINE (CONT'D)

I wish we did.  You married?

JOEL

Um, no.

CLEMENTINE

Let's move into this neighborhood.

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

is nervous.

JOEL

I do sort of live with somebody though.

CLEMENTINE

Oh.

She walks to the next house, tries the door.

CLEMENTINE (CONT'D)

Male or female?

JOEL

Female.

CLEMENTINE

At least I haven't been barking up the

wrong tree.

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

CLEMENTINE (CONT'D)

Cool.

JOEL

What are you doing?

CLEMENTINE

It's freezing out here.

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

JOEL

(whisper)

Clementine.

VOICE-OVER

I couldn't believe you did that.  I was

paralyzed with fear.

The front door opens and Clementine stands there beckoning.

CLEMENTINE (CONT'D)

C'mon, man.  The water's fine.  Nobody's

coming here tonight, believe me.  This

place is closed up.  Electricity's off.

JOEL

I hesitated for what seemed like forever.

CLEMENTINE

I could see you wanted to come in, Joel.

He walks cautiously toward the door.

CLEMENTINE (CONT'D)

As soon as you walked in.  I knew I had

you.  You knew I knew that, right?

INT. HOUSE - CONTINUOUS

Joel enters the darkened 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.

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

(calling after her)

I really should go.  I really need to

catch my ride.

VOICE-OVER

I didn't want to go.  I was too nervous.

I thought, maybe you were a nut.  But you

were exciting.  You called from upstairs.

CLEMENTINE (CONT'D)

(flat)

So go.

JOEL

I did.  I walked out the door.  I felt

like I was 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 (CONT'D)

(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.

Clementine comes downstairs, vague and robotic, making her

way through the decaying environment.

CLEMENTINE (CONT'D)

Bye, Joel.

JOEL

I love you.

She smiles.  They kiss.  It fades.

CLEMENTINE

I --

EXT. BEACH - NIGHT

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.

INT. CAR - NIGHT

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 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.

INT. JOEL'S BEDROOM - EARLY MORNING

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.

HOWARD

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.

EXT. JOEL'S APARTMENT BUILDING - EARLY MORNING

Stan and Howard load the last of the equipment into the back

of the van.  He and Howard look at each other.

STAN

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

MIERZWIAK

Thanks, Stan.  Thanks.

INT. PATRICK'S CAR - EARLY MORNING

Patrick and Mary are heading home from Boston.  Mary is

silent and depressed.  Patrick tries to break the silence.

PATRICK

You want to stop for coffee or something?

Mary shakes her head "no."  Long silence.

PATRICK (CONT'D)

Well, it was sure beautiful on that

river.  Thanks for sharing it with me.

Mary doesn't say anything.  Silence.

PATRICK (CONT'D)

Well do it again soon.

EXT. PARKING STRUCTURE - EARLY MORNING

Stan pulls the van into space marked "Lacuna."  He gets out,

crosses to his car.  Mary is sitting on the hood.

STAN

Hey.

MARY

(beat)

Do you swear you didn't know?

STAN

I swear.

MARY

And you never even suspected?  Never saw

us behaving in any unusual way together?

STAN

Once, maybe.

She watches him closely, waiting for him to continue.

STAN (CONT'D)

It was here.  At his car.  I was coming

back from a job and spotted you together.

You seemed caught.  I waved.  You

giggled.

MARY

How did I look?

STAN

(beat)

Happy.  Happy with a secret.

Mary starts to cry.

MARY

And after that?

STAN

I never saw you together like that again.

So I figured I was imagining things.

Mary says nothing.

STAN (CONT'D)

I really like you, Mary.  You know that.

MARY

Do you remember anything else?  What I

was wearing?  Was I standing close to

him?  Was I leaning against his car like

I owned it?  How did he look at me when I

giggled?  Tell me everything.

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 the levator)

Thanks, Stan.

She stops but doesn't turn to face him.

MARY (CONT'D)

You're nice.

(beat)

But I love him.  I knew I loved him.  Now

I know.

He nods.  She waves, heads to the elevator.

INT. JOEL'S BEDROOM - MORNING

Joel awakens.  The apartment is neat, like when he went to

sleep.  He gets out of bed and heads into the bathroom.

EXT. COMMUTER TRAIN STATION - MORNING

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.

INT. OFFICE - DAY

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!

INT. LACUNA RECEPTION AREA - DAY

Mary does paperwork at her desk.  She looks through her

reception window at the sad people waiting in the lobby with

their bags of stuff.

INT. MIERZWIAK'S OFICE - CONTINUOUS

Mierzwiak dials his phone and waits.  He hangs up.  Mary

enters with the papers.

MARY

I need this signed, Howard.

He takes it, unable to make eye contact.  He signs it, hands

it back.

MARY (CONT'D)

Thanks.

(beat)

So... do we talk about this... or what?

MIERZWIAK

I don't know what I'm supposed say, Mary.

I want to do the right thing here.

MARY

Do you love me?  Did you love me?

Something.  I listened to my tape.  I

can't believe I've been sitting right in

front of it for a year.  It's like

listening to someone else's story.  I

mean, I hear myself talking about having

sex with you and I can't even imagine you

naked.  I can't even say "naked" to you!

MIERZWIAK

I have a family, Mary.

MARY

You made me have an abortion.

MIERZWIAK

It was a mutual decision.

MARY

You made me have you erased!  I loved

you.  I love you!  How could you --

MIERZWIAK

I didn't make you.  You thought it best.

(off her stare)

But, look, I take full responsibility.

She looks at him for a long while.  Then, out of frustration,

she screams.

INT. RESTAURANT - NIGHT

Joel sits across from Naomi.

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.

NAOMI

Oh, sweetie.  It really does cut both

ways.  We were taking each other for

granted and --

JOEL

I miss you.

NAOMI

Miss you, too.

(awkward pause)

I have been seeing someone for a little

while.

JOEL

(trying for enthusiasm)

Oh!  Great.  That's great!

NAOMI

A religion instructor at Columbia.  A

good guy.  He's a good guy.

JOEL

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

NAOMI

I'm glad you called.

INT. JOEL'S BEDROOM - NIGHT

Joel and Naomi are in bed having sex.  There are certain

sexual routines, habits, they have fallen back into almost

immediately.  She sticks her tongue in his ear in a way

that's trying to be sexual but just feels embarrassing to

him.  They finish and lie there.

JOEL

So you think the dissertation will get

published?

NAOMI

I don;t know.  I'm not sure there's a big

public demand for books on Calvinism and

Misogyny.

INT. CLEMENTINE'S APARTMENT - NIGHT

Clementine lies in bed with Patrick.

EXT. COMMUTER TRAIN STATION - MORNING

The platform is crowded with business commuters.  Joel is

among them.

The platform across the tracks from them is empty.  Suddenly,

Joel turns and makes his way through the crowd.  He climbs

the stairs, crosses the overpass and makes his way to the

empty platform.  An almost empty train pulls into that

platform.  Joel gets on the train and watches the business

commuters through the dirty window as his train pulls out of

the station.

INT. MARY'S APARTMENT - MORNING

Mary gets out of bed.  She has been crying all night.  She's

a wreck.  She puts on some coffee then crosses into the

living room area.  Sitting there are piles of the files from

work.  She pulls the top one out, copies the name and address

onto an envelope stuffs the file and tape cassette in.  She

pulls another file out.  This one has Joel's name on it.  She

copies it onto an envelope.

INT. CLEMENTINE'S APARTMENT - NIGHT

Joel says goodbye to Clementine.

CLEMENTINE

So you'll call me, right?

JOEL

Yeah.

CLEMENTINE

When?

JOEL

Tomorrow?

CLEMENTINE

Tonight.  Just to test out the phone

lines.

JOEL

Yeah.

Joel exits.  We stay on Clementine as she watches Joel head

to his car, tromping through the snow.

INT. JOEL'S APARTMENT - NIGHT

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

JOEL

Hi, Naomi, it's Joel.

NAOMI'S VOICE

Hi.

JOEL

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.  Did you get

my message?

JOEL

I just got in.

NAOMI'S VOICE

Long day thinking.

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!

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

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 a piece of paper.

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.

EXT. CHARLES RIVER - NIGHT

Clementine steps out onto it.  Joel follows nervously.

CLEMENTINE

Don't worry.  It's really solid this time

of year.

JOEL

I don't know.

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

JOEL (CONT'D)

This is so beautiful.

She squeezes his hand.

CLEMENTINE

Isn't it?

She runs and slides on the ice.  Joel is by himself now.

JOEL

I don't know.  What if it breaks?

CLEMENTINE

What if?

Clementine lies on her back and stares up at the stars.  Joel

is paralyzed.  He looks back at the shore.

JOEL

I think I should go back.

CLEMENTINE

Joel, come here.  Please.

He hesitates then gingerly makes his way over to her.  She

reaches for his hand and gently pulls him down.  He lies on

his back beside her, their bodies touching.  He wants to turn

to her, but out of shyness, doesn't.  She holds his hand.

They look up at the stars.  She smiles, doesn't say anything

and snuggles closer to him.

JOEL

Listen, did you want to make love?

CLEMENTINE

Make love?

JOEL

Have sex.  Y'know --

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 and enormous

crush on you.

She smiles up at the sky.

CLEMENTINE

Show me which constellations you know.

MONTAGE

We see people going to their mailboxes, finding manila

envelopes.  One by one they open the envelopes and pull out

tapes.  We see stunned, confused, disbelieving reactions as

people listen to their tapes.

EXT. CLEMENTINE'S APARTMENT - DAY

Joel drops Clementine off.  She kisses him.

INT. JOEL'S APARTMENT - A FEW MINUTES LATER

Joel enters with his mail.  He opens a manila envelope, reads

the enclosed file, sticks the cassette tape in his stereo,

listens.  Joel dials the phone.

CLEMENTINE'S VOICE

Yeah?

JOEL

Did you send this?  Is it a joke?

CLEMENTINE'S VOICE

I probably got the same thing as you.

JOEL

I mean, I haven't even told anyone I've

met you.  Who would even know to do this?

CLEMENTINE'S VOICE

(matter of fact)

Maybe it's true then.  It's my voice on

the tape.

JOEL

That's what you have to say?  How could

it be true?  I never even heard of any

procedure like this.  It's a joke.

CLEMENTINE

Maybe.  Call someone who'd know.

MONTAGE

We see the people we saw opening envelopes, now on the phone.

We hear over and over:  "Is this true?", "Did this really

happen?", "Do I know you?", "Is it true?"

INT. ROB AND CARRIE'S KITCHEN - DAY

Carrie is on the phone.  She pauses nervously, then speaks:

CARRIE

Yes, Joel.  It is true.  We weren't

supposed to say anything.  They say it's

like waking a sleepwalker.

INT. JOEL'S APARTMENT - CONTINUOUS

Joel hangs up.  He dials the phone.

JOEL

It's true.

CLEMENTINE'S VOICE

I know.  I spoke to my friend Magda.

Joel is immersed in the several page document.

JOEL

Look, I have to go.  I have to think.

CLEMENTINE'S VOICE

Joel, we've fucked.  We've made love.

Like a million times.  And we were so

sweet and shy and inept with each other

last night.  Isn't that lovely?

Joel doesn't know what to say as this registers.  He just

stands there dumbly.

CLEMENTINE'S VOICE (CONT'D)

Come over here, sweetheart.  Please.

INT. CLEMENTINE'S APARTMENT - LATER

Joel and Clementine review their separate Lacuna packages

together.

CLEMENTINE

Says you were closed off, non

communicative, never told me what you

were feeling.

JOEL

Says you were a bully...

CLEMENTINE

(laughing)

A bully?  Moi?

JOEL

That's what it says.  You drank too much,

you picked on me for being passive and

timid.

CLEMENTINE

Well, sounds like me.  Sorry, man.

(reading)

Says you were jealous and suspicious.

JOEL

Says you would sometimes disappear all

night, then brag to me about your sexual

conquests.

CLEMENTINE

Did I use the term "sexual conquests" or

is that your way of putting it.

JOEL

I don't know.

CLEMENTINE

Doesn't sound like me.

JOEL

Says you were a slob, leaving trails of

panties and dirty socks in your wake.

CLEMENTINE

Says you were constantly calling me a

slob.

(laughs)

It's sexy that we were like a married

couple, griping and overly-familiar and

bored.  Don't you think?

JOEL

(considering)

I sort of do.  But I only see it as a

fantasy version of reality.  Cleaned up

enough to be erotic.

CLEMENTINE

We should have sex.  It's old hat for us.

She smiles at nervous Joel.

CLEMENTINE (CONT'D)

You know my body like the back of your

hand.

She unbuttons her blouse.

CLEMENTINE (CONT'D)

Every curve, every freckle.

She takes off her shirt.  He stares at her.  He has clearly

never seen this body before.

JOEL

You're so beautiful.

She approaches him, kisses him, his arms wrap around her

waist for the first time.

INT. LACUNA LTD. WAITING ROOM - MORNING

Stan enters the waiting room, now crowded with people holding

their files, a stunned-looking lot.  There is a new woman in

the reception window.  The file cases behind her are bare.

RECEPTIONIST

May I help you?

STAN

I work here.  I used to work here.  Stan.

Please just tell Howard I'm here to clean

out my desk.

RECEPTIONIST

(into phone)

Mr. Mierzwiak, Stan is here to -- Yes

sir.

(to Stan)

He says he needs to see you.

INT. MIERZWIAK'S OFFICE - MOMENTS LATER

Stan enters.  Mierzwiak is pale and pacing.

MIERZWIAK

She should not have done this, Stan.  As

mad as she was... as justifiably --

STAN

I don't know what you're talking about,

Howard.

MIERZWIAK

Mary has stolen our files and is sending

them back to people.

STAN

Jesus.

Mierzwiak turns up the volume on a small video monitor

looking in on the lab, where Patrick has clearly taken over

Stan's position.  He is in the process of interviewing a sad

young woman.

YOUNG WOMAN

... so I called everybody I know and

asked them to tell me everything.  Now I

know my entire history with him, but it's

in the form of a story, I'm losing my

mind.

MIERZWIAK

This is why people must never be told.

It's like waking a --

YOUNG WOMAN

I don't know what to do.  Before I

thought I was depressed for no reason.

Now it's like I've been assigned a

reason.

PATRICK

This never should've happened, ma'am.

We'll take care of it.

MIERZWIAK

I know you don't like me much, Stan, but

please talk to Mary.  She of all people

should know this is a dangerous thing

she's doing.

INT. OFFICE - DAY

Joel works over his light box.  His phone rings.

JOEL

Hi, it's Joel.

CLEMENTINE'S VOICE

Hey, lover.  Whatcha doing?

JOEL

I'm just, y'know, passing the time best I

can till I can see you.

CLEMENTINE'S VOICE

God, I can't believe I ever hated you.

JOEL

You must have been crazy.

CLEMENTINE'S VOICE

Guess what I'm wearing.

JOEL

I don't know.  Panties and --

CLEMENTINE'S VOICE

Your dried cum.

JOEL

Jesus.

CLEMENTINE

You're still excited by my irreverence.

You haven't yet started to think of it as

my "gratuitous need to shock."

JOEL

I can't stop thinking about you.

CLEMENTINE

Yay.  Meet me after work by the old mill.

JOEL

What old mill?  Is that somewhere we --

CLEMENTINE

I just wanted to say that.  Come by my

house.

INT. MARY'S APARTMENT - DAY

Mary opens the door.  Stan stands there with two cups of take

out coffee.

MARY

Oh.

STAN

Hi.

MARY

What do you want, Stan?

STAN

Can I... I brought some --

She steps aside for Stan to enter.  He does, looks around,

sees the tapes and the stuffed envelopes on the floor.

STAN (CONT'D)

What's this?

MARY

Nothing.

STAN

I know what it is.

MARY

Then why did you ask me?

STAN

I don't know.  I just -- there are a lot

of really confused people showing up at

the office.

MARY

They have a right to know.  Howard is a

thief.  He steals the truth.

(suddenly weeping)

I can't remember my baby!  I can't

remember my baby.  It existed and I can't

even remember.  Do you understand that?

Stan doesn't know what to say.  He stands there dumbly.  Mary

slumps into a ball on a chair.

STAN

Mary, people come to him voluntarily.

MARY

I won't allow it.  Those who cannot

remember the past are condemned to repeat

it.  What do you think of that?  That's

from my quote book.

STAN

The office is filled with people who want

their memories re-erased.

MARY

(hysterically)

Remember the Alamo!  Remember the Alamo!

STAN

Mary... please.  This is hurting people.

Long pause, then:

MARY

(small)

I don't want to hurt people.

(breaking down)

But these things happened!  All these

little sadnesses, the big ones.  What if

no one remembers?  What does that do to

the world?

(beat, quietly)

Someone has to remember, Stan.

They look at each other.

EXT. PARK - AFTERNOON

Vague elliptical images of a young girl on a swig.

SAD WOMAN'S VOICE

I was by myself in the park because my

friend Davia was sick that day.  I was on

a swing.  There was this smiling man

walking a little bushy dog --

Vague shots of a man smiling, a scruffy dog on a leash.

SAD WOMAN'S VOICE (CONT'D)

The man said something like, "He's

friendly --"

Vague shot of the man, his voice overlapping with the

woman's.

SAD WOMAN'S VOICE (CONT'D)

"-- he won't bite."

MAN

He won't bite.  You can pet him if you

want...

Shot of the girl petting the dog.

MAN

Do you want to give him a biscuit?

The girl nods.

MAN (CONT'D)

They're in my car.  Why don't you --

DISTRAUGHT WOMAN'S VOICE

Excuse me?  Hello?

INT. LACUNA RECEPTION AREA - DAY

Mary, with a headset on, looks up, startled.  She switches

off the tape.  She has been crying.  There's a pile of tapes

next to her.  The distraught woman is standing there.

MARY

May I help you?

DISTRAUGHT WOMAN

I'm here for Dr. Mierzwiak.  My name is

Helene Kernfeld.

MARY

Yes, please have a seat.  The doctor will

be with you momentarily.

The woman sits.  Mary presses an intercom button.

MARY (CONT'D)

Howard, your 10:30.

She switches the tape back on.

SAD WOMAN'S VOICE

He took me to his car and ...

Vague shot of the girl being raped.

INT. COMMUTER TUBE - DAY

The old woman is staring off blankly, her giant manuscript in

her lap, as she travels over the New York skyline.  We move

into her eyes.

INT. VAGUE SPACE

Vague reenactments of memories intermingle in this undefined

space:

The young girl being raped by the man in the car.

A soldier on a battlefield looking at his slaughtered

friends.

A couple fighting, from the woman's point of view.

MAN

I...I... I... find you physically

repulsive!  I can't even look at you!

They look at each other in silence.

A little boy being called "faggot" by an endless succession

of boys.

The aftermath of a car accident from the driver's POV.

Mary having an abortion.

INT. COMMUTER TUBE - DAY

The old woman and her chair lift out of the line of

commuters.

INT. WAITING ROOM - DAY

It's modern and well-appointed.  The old woman enters, sits

behind the reception desk, drops her manuscript into the

drawer.   She takes some pills with water.  An old man

enters.

OLD MAN

How are you today, Mary?

OLD WOMAN (MARY)

Let's see... Still dying, Howard.

OLD MAN (HOWARD)

You don't have to jump down my throat.  I

was trying to be nice.

OLD WOMAN (MARY)

Well, don't try.  It's unbecoming on you.

Old Howard mutters something and disappears into the back.

Old Mary pulls out a file from behind, removes a small disc,

places it in a machine on her desk, slips on earphones and

listens, somewhat wearily but attentively.  We watch the

color drain from her face, but don't hear the recording.

Another old woman enters the office.  Old Mary looks up,

seems a bit startled, conceals it, turns off the tape.

OLD WOMAN (MARY) (CONT'D)

May I help you?

SECOND OLD WOMAN

I'd like to make an appointment.

OLD WOMAN (MARY)

I think the doctor is free this morning.

He can probably take you right away for

an initial consultation.

The second old woman smiles gratefully.

INT. OLD MAN'S OFFICE - A FEW MINUTES LATER

Old Howard works at his desk.  Old Mary enters with the

second old woman.

OLD WOMAN (MARY)

Dr. Mierzwiak, this is Clementine

Kruczynski.  She'd like to talk to you.

Old Howard and the old Mary eye each other.

OLD MAN (HOWARD)

Hello, Ms. Kruczynski.  Nice to meet you.

Please have a seat.

He indicates a sitting area.  She sits.  He joins her.

OLD MAN (HOWARD) (CONT'D)

Would you mind if I tape our discussion?

She shakes her hear.  He punches a couple of buttons on his

computer console.  A tape recorder starts up and his computer

screen lights up so only he can see it.  On it we see a whole

file on Clementine Kruczynski: a list of fifteen dates of

previous erasures stretching back fifty years, all of them

involving Joel Barish.

OLD MAN (HOWARD) (CONT'D)

So, why don't you begin by telling me why

you've come here.

SECOND OLD WOMAN (CLEMENTINE)

Well, I met this man, Joel, three years

ago at a senior dance...  We'd both been

alone for so long and...

INT. TUBE - NIGHT

The old woman (Mary) travels in the commuter tube over

Manhattan.  It's late, the tube is mostly empty.  She has

earphones on.

SECOND OLD WOMAN (CLEMENTINE) (V.O.)

I remember Joel and I were having

breakfast --

INT. VAGUE SPACE

An old man and the second old woman eat breakfast.

SECOND OLD WOMAN (CLEMENTINE) (V.O.)

-- I said something like we should go

upstate and see the leaves change...

The old man looks up from his cereal and stares blankly.  The

woman smiles, but there is no response... just a dead stare.

SECOND OLD WOMAN (CLEMENTINE) (V.O.)

(CONT'D)

He just stared at me as if I didn't

exist.  As if I had never existed...

INT. TUBE - CONTINUOUS

The second old woman's (Clementine) voice drones tinnily on

in the distance.  The old woman with the earphones is dead,

her eyes glassy and unseeing.

SECOND OLD WOMAN (CLEMENTINE) (V.O.)

-- his eyes used to be so filled with

love.  But it was gone.  How can I go

back to being alone after seeing love?  I

was alone for so long.  What had I done

with my life?  I was alone so long.

INT. SECOND OLD WOMAN'S APARTMENT - NIGHT

The old Clementine is unconscious on her bed, hooked up to

modern versions of the erasing machines.  Two young

technicians monitor the equipment.  The woman's bedside phone

rings.  Her machine picks up.  After a moment:

OLD MAN'S VOICE

Hi, it's Joel.  What's going on, Clem?

Why won't you call me back?  Please call

me.  We need to speak.

The machine clicks off.  One of the technicians reaches over

and presses the "erase" button on the machine.

BLACK.

THE END