Eternal Sunshine of the Spotless Mind

                                        by

                           Michel Gondry & 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 put