Eternal Sunshine of the Spotless Mind

by
Charlie Kaufman

INT. PUBLISHING HOUSE RECEPTION AREA - DAY

It's grand and modern.  Random House-Knopf-Taschen is etched
on the wall in large gold letters.  An old woman enters
carrying a tattered manuscript, maybe a thousand pages.  She
seems haunted, hollow-eyed, sickly.  The young receptionist,
dressed in a shiny, stretchy one-piece pantsuit, looks up.

		RECEPTIONIST
	Oh, hi.

		OLD WOMAN
		(apologetically)
	Hi, I was in the neighborhood and thought
	I'd see --

		RECEPTIONIST
	I think he's in a conference.
	Unfortunately.  I'm really sorry.

		OLD WOMAN
	Would you just try him?  You never know.
	As long as I'm here.  You never know.

		RECEPTIONIST
	Of course.  Please have a seat.

The old woman smiles and sits, the bulky manuscript on her
lap.  She stares politely straight ahead.

		RECEPTIONIST (CONT'D)
		(quietly into headset)
	It's her -- I know, but couldn't you just
	-- Yes, I know, but -- I know, but she's
	old and it would be a nice -- Yes, sorry.
		(to old woman)
	I'm sorry, ma'am, he's not in right now.
	It's a crazy time of year for us.

The receptionist gestures toward a Christmas tree in the
corner.  Its ornaments are holograms.

		OLD WOMAN
	This book -- It's essential that people
	read it because --
		(gravely, patting the
		 manuscript)
	-- It's the truth.  And only I know it.

		RECEPTIONIST
		(nodding sympathetically)
	Maybe after the holidays then.

INT. TILED HALLWAY - DAY

The old woman carries her manuscript haltingly down a subway
hall.  She stops to catch her breath, then continues and
passes several archway with letters printed above them.  When
she arrives at one topped by an LL, she slips a card in a
slot.  A plastic molded chair drops into the archway.  She
sits in the chair; it rises.

INT. TUBE -DAY

The woman is still in the chair as it slips gracefully into a
line of chairs shooting through a glass tube.  The other
chairs are peopled with commuters.  We stay with the woman as
she and the others travel over New York City in the tube.
There are hundreds of these commuter tubes crisscrossing the
skyline.  The woman glances at the manuscript in her lap.
It's called:

Eternal Sunshine of the Spotless Mind

This serves as the movie's opening title.  The other credits
follow, as the old woman studies commuters in passing tubes.
Their faces are variously harsh and sad and lonely and blank.

INT. WAITING ROOM - DAY

SUBTITLED: FIFTY YEARS EARLIER

Every doctor's office waiting room: chairs against the wall,
magazines on end tables, a sad-looking potted plant, generic
seascape paintings on the walls.  The receptionist, Mary, 25,
can be seen typing in the reception area.  Behind her are
shelves and shelves of medical files.  The door opens and
Clementine enters.  She's in her early thirties, zaftig in a
faux fur winter coat over an orange hooded sweatshirt.  She's
decidedly funky and has blue hair.  Mary looks up.

		MARY
	May I help you?

		CLEMENTINE
		(approaching reception area)
	Yeah, hi, I have a one o'clock with Dr.
	Mierzwiak.  Clementine Kruczynski.

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

Clementine sits.  She looks tired, maybe hungover.  She picks
up a magazine at random and thumbs without interest.

INT. INNER OFFICE AREA - CONTINUOUS

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

		MIERZWIAK (O.S.)
	Yes?

Mary opens the door, peeks in.  Howard Mierzwiak, 40's,
professional, dry, sits behind his desk studying some papers.

		MARY
	Howard, your one o'clock.

		MIERZWIAK
		(not looking up)
	Thanks, Mary.  You can bring her in.

She smiles and nods.  It's clear she's in love.  It's equally
clear that Mierzwiak doesn't have a clue.  Mary turns to
leave.

		MIERZWIAK (CONT'D)
		(looking up)
	Mary...

		MARY
		(turning back)
	Yes?

		MIERZWIAK
	Order me a pastrami for after?

		MARY
	Cole slaw, ice tea?

		MIERZWIAK
		(nodding)
	Thanks.

		MARY
	Welcome, Howard.

She smiles and heads down the hall.  Stan, 30's, tall,
spindly, and earnest in a lab coat pops out of a doorway.

		STAN
	Boo.

		MARY
	Hi.

She glances back nervously at Mierzwiak's open door.

		STAN
	Barely seen you all morning, kiddo.

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

		MARY
		(reprimanding whisper)
	Stan... c'mon...

		STAN
	Sorry.  I just --

		MARY
		(somewhat guiltilly)
	It's just...y'know... I mean...

		STAN
	I know.  Anyway --

		MARY
	Anyway, I've got to do my tap
	dance here.

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

		STAN
	See you later, alligator.

		MARY
	'kay.

		STAN
	Hey, if you're ordering lunch for
	Mierzwiak, would you --

		MARY
	I better do this, Stan.

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

		MARY (CONT'D)
	Ms. Kruczynski?

		CLEMENTINE (O.S.)
	Hi.

After a moment, Clementine appears in the doorway.  Mary
leads her down the hall, not looking back.

		MARY
		(professionally courteous)
	How are you today?

		CLEMENTINE
	Okay, I guess.

		MARY
		(at Mierzwiak's office)
	Here we are.

Mierzwiak steps out from behind his desk.

		MIERZWIAK
	Ms. Kruczynski, please come in.

Clementine enters the office.  Mary smiles at Mierzwiak and
closes the door, leaving them alone.

INT. OFFICE - CONTINUOUS

Mierzwiak directs Clementine to a chair next to a coffee
table and a conspicuously placed box of tissues.  Mierzwiak
sits across from her.  He smiles.

		MIERZWIAK
	How are you today?

		CLEMENTINE
	Okay, I guess.

		MIERZWIAK
		(nodding sympathetically)
	Well, why don't you tell me what's going
	on?  Do you mind if I turn this on?

He indicates a tape recorder.

		CLEMENTINE
	I don't care.

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

		CLEMENTINE (CONT'D)
	Well, I've been having a bad time of it
	with um, my boyfriend, I guess.

		MIERZWIAK
	You guess he's your boyfriend?  Or you
	guess you're having a bad time with hm?

		CLEMENTINE
	What?  No.  I don't like the term
	boyfriend.  It's so gay.

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

		CLEMENTINE (CONT'D)
	Maybe gay isn't the right word.  But,
	anyway, it's been rough with him...
	whatever the fuck he is.  Heheh.  My
	significant other... heh heh.  And I
	guess on a certain level, I want to break
	it off, but I feel... y'know... it's like
	this constant questioning and re
	questioning.  Do I end it?  Should I give
	it more time?  I'm not happy, but what do
	I expect?  Relationships require work.
	You know the drill.  The thing that I
	keep coming back to is, I'm not getting
	any younger, I want to have a baby... at
	some point... maybe... right?  So then I
	think I should settle -- which is not
	necessarily the best word -- I mean, he's
	a good guy.  It's not really settling.
	Then I think maybe I'm just a victim of
	movies, y'know?  That I have some
	completely unrealistic notion of what a
	relationship can be.  But then I think,
	no, this is what I really want, so I
	should allow myself the freedom to go out
	and fucking find it.  You know?  Agreed?
	But then I think he is a good guy and...
	It's complicated.  Y'know?

		MIERZWIAK
	I think I know. I think we can help.  Why
	don't you start by telling me about your
	relationship.  Everything you can think
	of.  Everything about him.  Everything
	about you.  And we'll take it from there.

She nods, thinks.

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

EXT. COMMUTER TRAIN STATION

SUBTITLE: TWO WEEKS LATER

The platform is crowded with business commuters.  Joel is
among them.  He is in his 30's, gaunt, and holding a
briefcase.  The platform across the tracks from him is empty.
Suddenly he turns and makes his way through the crowd.  He
climbs the stairs, crosses the overpass to the empty
platform.  Soon an almost empty train pulls up to that
platform.  Joel gets on and watches the business commuters
through the dirty window as his train pulls out of the
station.

EXT. MONTAUK TRAIN STATION - LATER

Joel talks on a phone.  The wind howls around him.  He tries
to shield the mouthpiece as he talks.

		JOEL
	Hi, Cindy.  Joel.  Listen, I'm not
	feeling well this morning.  No.  Food
	poisoning, I think.  Sorry it took me so
	long to call in, but I've been vomiting.

EXT. BEACH - DAY

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

Later: Joel looks out at the ocean.

Later: Joel sits on a rock and pulls out a notebook.  He
opens it and writes with a gloved hand.

		JOEL
	January 13th, 2006.  Today I skipped work
	and took the train out to Montauk.
		(thinks)
	It's cold.
		(thinks some more)
	The sky is gray.
		(thinks some more)
	I don't know what else to say.  Nothing
	happens.  Nothing changes.  I saw Naomi
	last night.  We had sex.  It was weird to
	fall into our old familiar sex life so
	easily.  Like no time has passed.  After
	two years apart suddenly we're talking
	about getting together again.  I guess
	that's good.

He has no other thoughts.  He glances up, spots a female
figure in the distance, walking in his direction.  She stands
out against the gray in a fluorescent orange hooded
sweatshirt.  It's Clementine.  He watches her for a bit, then
as she nears, he goes back to his writing, or at least
pretends to.  Once she passed, he watches her walk away.  She
stops and stares out at the ocean.  Joel writes.

		JOEL (V.O.) (CONT'D)
	If I'm constitutionally incapable of
	making eye-contact with a woman I don't
	know.  I guess I'd better get back to
	Naomi.

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

Later: Joel digs into the sand with a stick.

INT. DINER - DAY

It's a local tourist place, but off-season empty.  Joel sits
in a booth and eats a grilled cheese sandwich and a bowl of
tomato soup.  An elderly couple drink coffee at the counter.
Clementine enters, looks around, takes off her hood.  Joel
glances at her bright blue hair.  She picks an empty booth
and sits.  Joel studies her discreetly.  The waitress
approaches her with a coffee pot.

		WAITRESS
	Coffee?

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

The waitress pours the coffee.

		WAITRESS
	You know what you want yet?

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

The waitress is not amused.

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

		WAITRESS
	Yeah.  We're having a run on it.

The waitress heads to the grill.  Clementine fishes in her
bag, brings the coffee cup under the table for a moment,
pours something in, then brings the cup back up.

		CLEMENTINE
		(calling)
	And some cream, please.

Clementine looks around the place.  Her eyes meet Joel's
before he is able to look away.  She smiles vaguely.  He
looks embarrassed, then down at his journal.  Clementine
pulls a book from her purse and starts to read.  Joel glances
up, tries to see the cover.  It's blue.  He can't read the
title.

EXT. BEACH - DAY

Joel stares out at the ocean.  Far down the beach Clementine
stares at it, too.  Joel glances sideways at her then back at
the ocean.

EXT. MONTAUK TRAIN STATION PLATFORM - LATE AFTERNOON

Joel sits on the bench waiting for a train.  Clementine
enters the platform, sees Joel, the only other person there.
She waves, sort of goofily enthusiastic, playing as if
they're old friends.  He waves back, embarrassed.  She takes
a seat on a bench far down the platform.  Joel stares at his
hands, pulls out his journal and tries to write in order to
conceal his awkwardness.

INT. TRAIN - A BIT LATER

Joel sits at the far end of the empty car and watches the
slowly passing desolate terrain.  After a moment the door
between cars opens and Clementine enters.  Joel looks up.
Clementine is not looking at him; she busies herself deciding
where to sit.  She settles on a seat at the opposite end of
the car.  Joel looks out the window.  He feels her watching
him.  The train is picking up speed.  Finally:

		CLEMENTINE
		(calling over the rumble)
	Hi!

Joel looks over.

		JOEL
	I'm sorry.

		CLEMENTINE
	Why?

		JOEL
	Why what?

		CLEMENTINE
	Why are you sorry?  I just said hi.

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

She looks around the empty car.

		CLEMENTINE
	Really?

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

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

		JOEL
	Anyway.  Sorry.  Hi.

Clementine makes her way down the aisle towards Joel.

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

		JOEL
	No, I mean, I don't know.  I can't really
	think of much to say probably.

		CLEMENTINE
	Oh.  So...

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

		JOEL
	I mean, it's okay if you want to sit down
	here.  I didn't mean to --

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

		JOEL
	It's okay, really.

		CLEMENTINE
	Just, you know, to chat a little, maybe.
	I have a long trip ahead of me.
		(sits across aisle from Joel)
	How far are you going?  On the train, I
	mean, of course.

		JOEL
	Rockville Center.

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

		JOEL
	The weirder part is I think actually I
	recognize you.  I thought that earlier in
	the diner.  That's why I was looking at
	you.  You work at Borders, right?

		CLEMENTINE
	Ucch, really?  You're kidding.  God.
	Bizarre small world, huh?  Yeah, that's
	me: book slave there for, like, five
	years now.

		JOEL
	Really?  Because --

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

		JOEL
	-- because I go there all the time.  I
	don't think I ever saw you before.

		CLEMENTINE
	Well, I'm there.  I hide in the back as
	much as is humanly possible.  You have a
	cell phone?  I need to quit right this
	minute.  I'll call in dead.

		JOEL
	I don't have one.

		CLEMENTINE
	I'll go on the dole.  Like my daddy
	before me.

		JOEL
	I noticed your hair.  I guess it made an
	impression on me, that's why I was pretty
	sure I recognized you.

		CLEMENTINE
	Ah, the hair.
		(pulls a strand in front of her
		 eyes, studies it)
	Blue, right?  It's called Blue Ruin.  The
	color.  Snappy name, huh?

		JOEL
	I like it.

		CLEMENTINE
	Blue ruin is cheap gin in case you were
	wondering.

		JOEL
	Yeah.  Tom Waits says it in --

		CLEMENTINE
	Exactly!  Tom Waits.  Which song?

		JOEL
	I can't remember.

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

		JOEL
	I don't really know how --

		CLEMENTINE
	Purple Haze, Pink Eraser.

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

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

		JOEL
	I'm sure you would.

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

		JOEL
	You sure?  That doesn't sound --

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

		JOEL
	Oh, I doubt that's the case.

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

		JOEL
	Sorry.  I was just trying to be nice.

		CLEMENTINE
	Yeah, I got it.

There's a silence.

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

		JOEL
	I'm Joel.

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

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

		CLEMENTINE
	Huckleberry Hound?

		JOEL
	I don't know what that means.

		CLEMENTINE
	Huckleberry Hound!  What, are you nuts?

		JOEL
	I'm nut nuts.

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

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

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

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

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

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

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

		JOEL
	Well, anyway... Sorry.

They sit in silence for a while.

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

The conductor enters the car.

		CONDUCTOR
	Tickets.

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

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

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

		CLEMENTINE (CONT'D)
	It doesn't reveal anything.  Nice is
	pandering.  Cowardly.

		CLEMENTINE (CONT'D)
	And life is more interesting than that.
	Or should be.  Jesus God, I hope it is...
	someday.
		(to conductor)
	I know it's here.

The conductor and Joel watch as she gets more agitated.

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

		JOEL
	Okay.

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

She dumps the contents of the bag onto the seat and sifts
frantically through.  Joel sees the book she was reading in
the diner.  It's The Play by Stephen Dixon.

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

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

		CONDUCTOR
	Next stop Southampton.

The conductor heads into the next car.  Clementine shoves
stuff back into her purse.  Her hands are a little shaky.
She pulls a airline-sized bottle of alcohol from her pocket,
opens it, and downs it.  Joel is watching all of this but
pretending not to.  She looks out the window for a while.
The train pulls into the station.  The doors open.  Nobody
gets on.  The doors close.  The train pulls out.

		CLEMENTINE
	Joel?  It's Joel, right?

		JOEL
	Yes?

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

		JOEL
	That's okay.

		CLEMENTINE
		(stares out window)
	My embarrassing admission is I really
	like that you're nice.  Right now,
	anyway.  I can't tell from one moment to
	the next what I'm going to like.  But
	right now I'm glad you said, "that's
	okay" to me.  That was nice of you.

		JOEL
	It's no problem.  Anyway, I have some
	stuff I need to --

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

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

		CLEMENTINE
		(heading toward other end of
		 car)
	Unless I get that hair-color-naming job.

Clementine sits and stares out the window.

INT. TRAIN - LATER

There are a few more people in the car now.  Clementine has
inched a few seats closer to Joel.  She watches him.  His
head is immersed in his journal.

INT. TRAIN - LATER

It's dark out.  The train is pretty crowded.  Joel stares out
the window.  Clementine sits closer still to Joel, eyes him.

EXT. TRAIN STATION - EVENING

The doors open and Joel emerges along with others.  He heads
to the parking lot, arrives at the car.  There's a big dented
scrape along the driver's side.  He gets in.

INT. CAR - MOMENTS LATER

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

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

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

		JOEL
	You're sure?  It's cold.

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

		JOEL
	It's okay.

		CLEMENTINE
	Yeah?

He pulls over.  She climbs in.  They drive.

		JOEL
	Where do you live?

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

		JOEL
	Well, I probably wouldn't say if I were,
	but no.

		CLEMENTINE
	You can't be too careful.  I've been
	stalked.  I've been told I'm highly
	stalkable.  I don't need that.

		JOEL
	I'm not a stalker.

		CLEMENTINE
		(beat)
	You know Wilmont?

		JOEL
	Yeah.

		CLEMENTINE
	Wilmont.  Near the high school.

Joel turns.  They drive in silence.

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

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

There's a silence.

		CLEMENTINE
	So you like bookstores, huh?

		JOEL
	I like to read.

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

		JOEL
	Yeah?  I can't remember that album very
	well.  I remember liking it.  But --

		CLEMENTINE
	The song's 9th and Hennepin.  I spent
	most of the train ride trying to
	remember.  "Till you're full of rag water
	and bitters and blue ruin/And you spill
	out/Over the side to anyone who'll
	listen."  Remember?

		JOEL
	Sort of, um...

		CLEMENTINE
	Remember?  "And you take on the dreams of
	the ones who have slept there/And I'm
	lost in the window/I hide on the
	stairway/I hang in the curtain/I sleep in
	your hat..."
		(starts to cry)
	Oh, shit.  I'm so stupid.  Sorry.

		JOEL
	What?

		CLEMENTINE
	I'm just a bit of a wreck.  "I sleep in
	your hat" makes me cry.
		(pointing to a house)
	Me.

Joel pulls over.

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

		JOEL
	Well, I wouldn't want to be --

		CLEMENTINE
	Oh, geez, I'm full of shit.  I already
	told you that.
		(pause)
	Anyway.  See Ya.

Clementine opens the car door.

		JOEL
	Take care.

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

		JOEL
	Um --

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

INT. CLEMENTINE'S APARTMENT - A FEW MINUTES LATER

Joel stands in the living room, somewhat nervously.  He tries
to calm himself by focusing on the surroundings.  He looks at
the books on her shelves.  Clementine is in the kitchen.  We
see her as she passes by the doorway several times, preparing
drinks and chatting.

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

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

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

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

		CLEMENTINE (CONT'D)
	You like that?

		JOEL
	Very much.

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

She caws and hands Joel a drink.

		JOEL
	Thanks.  That was good, that crow sound.

		CLEMENTINE
	Do you believe in that stuff?
	Reincarnation?

		JOEL
	I don't know.

		CLEMENTINE
	Me neither.  Oh, there's an inscription
	on the back.
		(takes it off the wall, reads:)
	The way a crow/Shook down on me/The dust
	of snow/From a hemlock tree/Has given my
	heart/A change of mood/And saved some
	part/Of a day I rued.

		JOEL
	Frost?

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

		JOEL
	It's pretty.

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

		JOEL
	Cheers.

They click glasses.  Clementine giggles and takes a big gulp
of her drink.  Joel sips.  She plops down on the couch and
pulls her boots off.

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

		JOEL
	I'm fine.

		CLEMENTINE
	Yeah?  Well, have a seat, anyway.

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

		CLEMENTINE (CONT'D)
	Ready for another?

		JOEL
	No, I'm okay for now.

She heads toward the kitchen with her glass.

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

Joel crosses to the CD's and studies them.

		JOEL
	What do you want to hear?

		CLEMENTINE (O.S.)
	You pick it.

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

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

Joel studies the unfamiliar CD's.  He picks up Bang On a Can
performing Brian Eno's Music for Airports to look at.
Clementine reenters with her drink.

		CLEMENTINE (CONT'D)
	Oh, excellent choice.

She grabs it and sticks it in the CD player.  The music is
dreamy and haunting and slow.  Clementine falls back onto the
couch, closes her eyes and sips her drink.

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

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

		JOEL
	Well, I should probably get going.

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

		JOEL
	No.  I --

		CLEMENTINE
	I know a man who needs a refill.

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

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

She giggles.  Joel looks around the room again.  There are
several potatoes dressed as women in beautiful handmade
costumes: a nurse potato, a stripper potato, a schoolteacher
potato, a housewife potato.  Clementine returns with Joel's
drink and a refill for herself.

		JOEL
	Thanks.

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

Joel looks a little alarmed.

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

She sits back on the couch, closes her eyes.  Joel watches
her, looks at her breasts.  She opens her eyes, smiles
drunkenly at him.

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

		JOEL
	Yeah?

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

		JOEL
	I don't know.

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

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

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

		JOEL
	Yeah, I guess.

		CLEMENTINE
		(dreamy beat)
	But I think I am.  I like to think I am.

		CLEMENTINE (CONT'D)
	It's helpful to think there's some order
	to things.  You're kind of closed
	mouthed, aren't you?

		JOEL
	Sorry.  My life isn't that interesting.
	I go to work.  I go home.  I don't know
	what to say.

		CLEMENTINE
	Oh.
		(considers this)
	Does that make you sad?  Or anxious?  I'm
	always anxious thinking I'm not living my
	life to the fullest, y'know?  Taking
	advantage of every possibility?  Just
	making sure that I'm not wasting one
	second of the little time I have.

		JOEL
	I think about that.

She looks at him really hard for a long moment.  Joel tries
to hold her gaze, but can't.  He looks down at his drink.
Clementine starts to cry again.

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

		JOEL
	I do have a tendency to use that word too
	much.

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

		JOEL
	Thanks.

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

		JOEL
	Yeah.

		CLEMENTINE
		(ala Paul Simon)
	What's the goal, Joel?
		(laughs)
	My goal, Joel, is to just let it flow
	through me?  Do you know what I mean?
	It's like, there's all these emotions and
	ideas and they come quick and they change
	and they leave and they come back in a
	different form and I think we're all
	taught we should be consistent.  Y'know?
	You love someone -- that's it.  Forever.
	You choose to do something with your life
	-- that's it, that's what you do.  It's a
	sign of maturity to stick with that and
	see things through.  And my feeling is
	that's how you die, because you stop
	listening to what is true, and what is
	true is constantly changing.  You know?

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

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

		JOEL
	Yeah.

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

		JOEL
	No.

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

		JOEL
	No, not at all.

		CLEMENTINE
	I don't either.  I used to.  But I'm
	through with that.  Y'know, if I don't
	love my body, then I'm just lost.  You
	know?

		CLEMENTINE (CONT'D)
	With all the wrinkles and scars and the
	general falling apart that's coming
	'round the bend.
		(beat)
	So, I've been seeing this guy...

Joel looks slightly crestfallen.

		CLEMENTINE (CONT'D)
		(off his reaction)
	Well, for the last week, anyway!  He's
	kind of a kid.  Kind of a goofball, but
	he's really stuck on me, which is
	flattering.  Who wouldn't like that?  And
	he's, like, a dope, but he says these
	smart and moving things sometimes, out of
	nowhere, that just break my heart.  He's
	the one who gave me that crow photograph.

		JOEL
	Oh, yeah.

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

		JOEL
	That's scary sounding.

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

		JOEL
	I think so.

		CLEMENTINE
	I don't believe in that soulmate crap
	anymore, but... he says so many great
	things.  We like the same writers.  This
	writer Stephen Dixon he turned me on to.
	And he's cute.  It's fucked up.  Joel,
	you should come up to the Charles with me
	sometime.

		JOEL
	Okay.

		CLEMENTINE
	Yeah?  Oh, great!

She sits closer to him.

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

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

		CLEMENTINE
		(pause)
	You should stay.

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

		CLEMENTINE
		(beat)
	Okay.

Joel puts on his overcoat.  Clementine heads to the phone
table, pulls out a notepad.

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

		JOEL
	Yes.

She scribbles her phone number, hands it to him.  He puts it
in his pocket.  He stands there uncomfortably for a moment,
then forces himself to speak.

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

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

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

		CLEMENTINE
	You'll call me, right?

		JOEL
	Yeah.

		CLEMENTINE
	When?

		JOEL
	Tomorrow?

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

		JOEL
	Okay.

We stay with Clementine as she watches Joel tromping through
the snow and getting in his car.

INT. JOEL'S CAR - NIGHT

Joel speeds through the suburban Rockville Center
neighborhood.  There is no snow on the ground.  He seems
different, somehow foggy and disoriented.

SUBTITLE:  THREE DAYS EARLIER

He arrives at his apartment building and parks.

EXT. JOEL'S APARTMENT BUILDING - CONTINUOUS

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

		VOICE-OVER
	Them.

He hurries inside the building.

INT. JOEL'S APARTMENT - NIGHT

Joel enters, dumps his overcoat on a chair, turns off the
lights, crosses to look furtively out the window.  It's
snowing in large flakes which seem to fall only in the beam
of a streetlight.

		JOEL
	It was snowing.

		VOICE-OVER
	There are two of them.  Couldn't make
	them out.  The orange glow of a
	cigarette.

Joel squints to see inside the van.  Two dark figures talk.
One sucks on a cigarette and s dim orange light momentarily
illuminates the interior.  The figure in the driver seat
rolls down his window and gives a cheery wave to Joel.

		JOEL
	The driver waved.  So casual, friendly.

		VOICE-OVER
	I'm like a joke to them.

Joel pulls away from the window, his face blanched.

		VOICE-OVER
	I guess they figure they can act like
	they want.  They don't have to worry
	about me remembering.

He paces, mulling things over.  As he does, the scene starts
to change, almost as if it is drying out.

		JOEL
	I might be making a mistake.

		VOICE-OVER
	Maybe I'm making a mistake.  Maybe I just
	need to learn to live with this.  First
	of all, I'll get over it.  Secondly, it
	happened.  Those who do not remember
	history are condemned to repeat it.  Who
	said that?  Churchill?  I'm not sure.
	But I don't care.  She did it to me.  I
	have to rid myself of this.  Fuck her.

		JOEL
	Fuck you, Clementine.

The colors bleach, the surroundings become slightly vague.
Even Joel's persona and voice-over seem to alter, his
emotional intensity becoming diffused.  Joel does not seem
aware of this.  He stops pacing, takes a small vial from his
pocket, dumps the lone pill onto his palm.  He looks at it.
It's pink.  There's some illegible initials stamped on it.

		JOEL (CONT'D)
	Pink.
		(beat)
	There was a number on it.  I remember.
	AL 1718?
		(beat)
	I have to follow through with this.  I
	have no choice.

		VOICE-OVER
	The pill was pink, I remember.  It had
	some letters and numbers on it.  What
	were they?  AL 1718?  AL something.  Four
	digits.  I don't like taking pills when I
	don't know what they are.  I have no
	choice.

He swallows it, peeks out the window again, takes off his
clothes, slips into a pair of pajamas fresh from the store
packaging.  He sits on the edge of the bed, dials the phone.

		JOEL (CONT'D)
	We're sorry, the number you have
	dialed...
		(beat)
	Screw you, Clementine, for doing this ...

		RECORDED VOICE
	We're sorry, the number you have dialed
	is no longer in service.  If you think
	you have reached this recording in error
	-

		JOEL (CONT'D)
	Bye.

Joel hangs up and lies on his back on the bed.  By now the
scene is lifeless, almost a husk.  He hears the apartment
building door open.  He hears footsteps.

		JOEL (CONT'D)
	It's them.

		VOICE-OVER
	It's too late.

His eyelids are getting heavy.  He closes his eyes.

BLACK.

He hears a key in his apartment door.

		JOEL (CONT'D)
	Fuck.

INT. BOOKSTORE - NIGHT

Joel sits in the bookstore coffee shop.  It's a jarring
transition, visually and emotionally.  Joel is in the midst
of some traumatic state of mind.
He fingers the vial with the pink pill in it as he watches
Clementine stack books on shelves.  Her hair is bright orange
now.

		JOEL
	I should maybe talk to you.

		VOICE-OVER
	Clementine.  I should just maybe talk to
	her.

Joel rises and heads toward Clementine.

		JOEL
	I love you and if you knew that... if I
	told you what happened...  I'll explain
	everything, what we meant to each other.
	I'll tell you everything about our time
	together.  You'll know everything again
	and...

		VOICE-OVER
	Maybe if I just explain what happened, I
	wouldn't have to go through this and I
	could tell you everything and it would be
	like you knew and we could rebuild and we
	could be happy again and...

Right before Joel gets there, Patrick, a skinny young man
approaches Clementine.  Joel stops, watches.  The young man
seems out of breath.  He glances over at Joel, then taps
Clementine on the shoulder.  She turns, annoyed, sees who it
is and her face lights up.

		JOEL
	Clementine.

		VOICE-OVER
	That's your look for me.

Clementine giggles, stands and pokes Patrick playfully in the
ribs.

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

		CLEMENTINE
	You were not.

		PATRICK
	I was not.

Joel is mesmerized by their familiarity.  As he stands there,
the scene starts to dry out.
Clementine and Patrick continue their flirtation but it's
turning lifeless, as if they are just reciting lines.  The
bookstore start to lose its color and immediacy.

		CLEMENTINE
	Come over after I'm done here?

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

		CLEMENTINE
	You rat.

		PATRICK
	I really want to, but tonight's
	important.  Test tomorrow.

		JOEL
	How could she have done this to me?  How
	could anyone do this to anyone?

		CLEMENTINE
		(to Patrick)
	You didn't say anything about my hair.

		PATRICK
	It's so cool.  You're by far the most
	sensational person in the room.

		CLEMENTINE
	In the room?

		PATRICK
	In the world.

Joel seems dazed, in some sort of dream confusion, as he
realizes the world around him is looking increasingly odd.

		JOEL
	What's happening here?
		(looks at watch; it's 9:30)
	Oh, God!  I have to go home.  They'll be
	there soon.

Joel turns to leave.

INT. JOEL'S CAR - NIGHT

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

		JOEL
	Gotta get home.  How could she do this to
	me?
	How could she not care about what we
	meant to each other.  What a fuck!  What
	a fucking monster she is!

		VOICE-OVER
	Oh, God.  I miss her.  I can't believe
	she's with that guy now!  I'm never going
	to see her again.  I love her so much.
	What a fucking monster she is!

The scene is faded as he parks in front of his apartment
building, and gets out of the car.  Joel spots the parked
van.  We've seen this before, but it's dried out now.

		JOEL
	Them.

EXT. NEW YORK STREET - DAY

Joel trudges along carrying two big trash bags full of stuff.
He's been crying.  He looks behind him and finds himself
looking out the window of his apartment at the dark van on
the snowy street.  He turns back to the New York Street and
spots the address he was looking for: 610 11th Avenue.

INT. WAITING ROOM - DAY

Joel sits in the small room with his bags.  A woman across
from him cradles a box full of belongings in her lap.  Her
eyes are red from crying.  Mary, the receptionist, pokes her
head through her window into the waiting room.

		MARY
	Hello again, Mr. Barish.  Good, you've
	got your stuff.

INT. HALLWAY - DAY

Joel walks with his bags behind Mary.

		MARY
		(not looking back)
	How are you today?
		(at lab)
	Here we are.

INT. LABORATORY - DAY

Joel enters.  Mierzwiak stands there with Stan in his lab
coat.

		MIERZWIAK
	Ah, Mr. Barish.  This is Stan.  He'll be
	in charge of your procedure tonight.

Stan nods professionally.

		STAN
	Mr. Barish.

		JOEL
	How exactly is this going to work
	tonight?

As Mierzwiak talks, the room colors start to fade,
Mierzwiak's tone of voice is also affected; it becomes dry
and monotonous.

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

		JOEL
	Is there any sort of risk of brain
	damage?

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

Joel looks quizzically at the eroding environment.  Suddenly
he gets it.

		JOEL
	It's happening now!  I'm already in my
	brain.

Mierzwiak looks at the fading room.

		MIERZWIAK
	Yes, I suppose you are.
		(back in his faded memory
		 persona)
	So, let's get started -- If we want the
	procedure underway tonight, we have some
	work to do.

Joel is sitting in a chair.  Electrodes connect him to some
electronic machinery monitored by Stan.  Mierzwiak watches
from the corner.

		STAN
	We use the articles you brought to create
	a map of Clementine in your brain.
	Tonight while you sleep we'll be able to
	trace the map and erase.

		JOEL
	But you're tracing and erasing now.  It's
	already started.  I'm home in my bed.

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

		STAN
	Very good.

Stan pulls out a potato dressed as a Vegas showgirl.  Joel
studies it.  The machines register his response.

		MIERZWIAK
	We'll dispose of these mementos when
	we're done here.  That way you won't be
	confused later by their unexplainable
	presence in your home.

Stan pulls out a coffee mug with a photo of Clementine
printed on it.  Joel looks at the cup.  The machines record
his reaction.

		STAN
	Good.  We're getting healthy read-outs.

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

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

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

		STAN'S VOICE (CONT'D)
	-- and check the voltage levels, I'm not
	wiping as clean as I would like here.

Joel looks up.  Stan's voice seems to be coming from above.

INT. JOEL'S APARTMENT - NIGHT

Joel lies on his back in fresh pajamas.  His eyes are closed
and electrodes connect his head to several machines.  The
machines are operated by Stan, now in grubby street clothes
and in need of a shave, and by Patrick, dressed similarly.
The monitor on one of the machines traces a myriad of light
blips running like streams through an image of Joel's brain.
Stan presses buttons and operates a joystick, aiming for the
lines.  Patrick (who we saw earlier with Clementine at the
bookstore) studies a meter on one of the machines.

		PATRICK
	The voltage looks fine.

		STAN
	Then check the connections.

Patrick fiddles with some jacks.

		PATRICK
	Does that help?

		STAN
	Yeah, that looks better.  Thanks.

INT. LAB ROOM - DAY

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

		MIERZWIAK
	Ah, your journal.  This will be
	invaluable.

		STAN
		(reading)
	December 15th, 2004.  I met someone
	tonight.  Oh, Christ:  I don't know what
	to do.  Her name is Clementine and she's
	amazing.  So alive and spontaneous and
	passionate and sensitive.  Things with
	Naomi and I have been stagnant for so
	long.

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

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

Joel looks up at the ceiling.

INT. JOEL'S APARTMENT - DAY

Joel, snapped into a new memory, cries as he fills two large
plastic garbage bags with mementos of his relationship with
Clementine.  There are funny little gifts, wind-up toys, some
potatoes dressed as women, some clothing Clementine has left
there, some CD's.  He pulls a big clump of pages out of his
loose-leaf journal and dumps them in the bag.

He gets some clean loose-leaf paper and writes:

December 15, 2004   Nothing much happened today.  I stayed
home.  Naomi worked on her dissertation.

The scene is fading as he continues to write.

INT. HALLWAY - DAY

Joel looks for an office number.  He finds it.  The plaque on
the door reads Lacuna Ltd.  Joel enters.

INT. WAITING ROOM - DAY

Joel enters the Lacuna waiting room.  Mary sits in the
reception area.

		MARY
	May I help you?

		JOEL
	My name is Joel Barish.  I have an
	appointment.

		MARY
	Please have a seat.  Dr. Mierzwiak will
	be right with you.

INT. OFFICE HALL - DAY

Mary leads Joel down the hall.

		MARY
		(without turning)
	How are you today?

		JOEL
	Not great.

		MARY
		(at Mierzwiak's office)
	Here we are.

Joel glimpses Mary smiling coquettishly at Mierzwiak.

INT. MIERZWIAK'S OFFICE - DAY

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

		MIERZWIAK
	I'm sorry you saw one of our notification
	cards.  You never should have.

		JOEL
	Well... I did.

		MIERZWIAK
	We can help you through this.  Why don't
	you start now by telling me everything
	you can remember about your relationship
	with Clementine.

		JOEL
		(thinks, then:)
	It was a mess.  I don't know how it got
	this way...

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

Joel looks up, trying to locate the voice.

INT. JOEL'S APARTMENT - NIGHT

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

		STAN
		(uninterested)
	It's an apartment.

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

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

		PATRICK
	Yeah.

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

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

Stan glances sideways at Patrick.

INT. MIERZWIAK'S OFFICE - DAY

Mierzwiak sits with Joel in the sitting area.

		MIERZWIAK
	So we'll need you to go home and bring in
	everything you ever received from
	Clementine and anything that might remind
	you of her...

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

INT. JOEL'S OFFICE - DAY

Joel gets off the elevator and approaches the receptionist.

		JOEL
	So then she just stops calling.

		VOICE-OVER
	I wasn't going to call her.  Not after
	the way she was.

		JOEL
	Any messages, Carmen?

Carmen the receptionist shakes her head.

Next day: Joel approaches the receptionist.

		JOEL (CONT'D)
	Any messages for me, Carmen.

		CARMEN
	Nothing, Joel.

		VOICE-OVER
	It's bullshit.  She's punishing me for
	being honest with her.

Joel is at his office desk on the phone.

		PHONE MACHINE VOICE
	You have no messages.

INT. JOEL'S APARTMENT - NIGHT

Joel enters, checks his phone machine: zero messages.

INT. JOEL'S OFFICE - DAY

Joel gets off the elevator, approaches Carmen, who is in
conversation with someone else.

		JOEL
	Sorry, Carmen.  Any messages?

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

INT. JOEL'S APARTMENT - NIGHT

Joel checks his machine: zero messages.

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

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

		VOICE-OVER (CONT'D)
	I'm gonna tell her I'm through playing
	games and --

		RECORDED VOICE
	The number you have dialed has been
	disconnected.

Joel's eyes bug.

INT. ROB AND CARRIE'S LIVING ROOM - NIGHT

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

		JOEL
	Why would she do that?

		VAGUE RECORDED VOICE
	-- If you think you have reached this
	recording in error, please check your
	number and dial again.

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

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

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

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

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

		JOEL
	I don't know.  I'm so... I can't believe
	she'd be so goddamn immature!

		ROB
	Joel, look, the thing is --

		CARRIE
		(agitated, interrupting)
	Joel, honey... We have to feed the dog.
	Would you just wait here?  Just a second.

Joel nods, confused, as Rob and Carrie leave the room and
close the door behind them.  Joel hears a hushed argument
ensue in the hall.  He notices the dog asleep on the floor.
He grabs a magazine off the coffee table, flips through it
distractedly as he paces, puts it down, picks up another.  A
subscription card falls to the floor.  He picks it up and is
about to shove it back in the magazine when he sees it is not
a subscription card at all.  It reads:

 Clementine Kruczynski has had Joel Barish erased from her
  memory.  Please never mention their relationship to her
		 again.  Thank you.

		     Lacuna Ltd.
		     610 11th Avenue, NY, NY

Joel stares at the card, incredulous.

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

		CARRIE (CONT'D)
	You weren't supposed to see that.

		JOEL
	They can't erase memories.  It's a joke.
	It's a nasty Clementine hoax.

		CARRIE
	Sweetie, we called the company.

Joel just stands there.

Close-up of a vague dictionary page.

		VOICE-OVER
	Lacuna:  Noun.  A blank, a missing
	portion, especially in a manuscript.

INT. JOEL'S APARTMENT - NIGHT

Joel is on the phone pacing.

		CARRIE'S VOICE
	You can't tell her, Joel.  They explained
	that.  Like waking a sleepwalker.  It
	might have a devastating effect.

INT. JOEL'S CAR - NIGHT

Joel drives past vague local landmark.

		CARRIE'S VOICE
	Think about it: to be told you lived an
	existence of which you have no
	recollection.

		JOEL'S VOICE
	But what am I supposed to do?

		CARRIE'S VOICE
	Move on, sweetie.

		JOEL'S VOICE
	How can I?  How can I move on when I know
	I'm the only one to carry this love we
	had?  How do I do that?

INT. CAR - NIGHT

Joel in his parked car next to a fence surrounding a drive-in
movie closed for the season.  He weeps.  The windows fog up
until the outside is completely obscured.

EXT. NEW YORK STREET - DAY

Joel looks for an address.

INT. ELEVATOR - DAY

Joel gets off on the sixth floor.  He searches for a room
number.  As he turns the corner, he sees that the hallway is
faded, vague and mostly erased.  He keeps walking, comes to
the door marked Lacuna and opens it.  Inside he can see
vague, erased version of Mary the receptionist.

		MARY
		(dead monotone)
	Hi, May I help you?

These degraded, faded memories allow Joel to detach himself
and hear what's going on in his bedroom.

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

Joel looks up.

INT. JOEL'S APARTMENT - NIGHT

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

		PATRICK
	Yeah?

		STAN
	Just wanted to let you know.

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

		STAN
	She likes you okay.

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

		STAN
	You can if you want.

		PATRICK
	Did I tell you I have a new girlfriend?

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

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

		STAN
	Patrick, we need to focus.

Stan aims the joystick.

INT. JOEL'S APARTMENT - NIGHT

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

		CLEMENTINE
	Yo ho ho!

		JOEL
	It's three.

		VOICE-OVER
	Shit.  The last time I saw you.

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

		JOEL
	I can't believe you wrecked my car.

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

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

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

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

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

		CLEMENTINE
	Oh Christ I didn't kill anybody.  It's
	just a fucking dent.  You're like some
	old lady or something.

		VOICE-OVER
	Right!  She called me an old lady here,
	too!  And I remember, I said...

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

		CLEMENTINE
	A wino?  Jesus, Are you from the fifties?
	A wino!
		(laughs)
	Face it, Joel.  You're freaked out
	because I was out late without you, and
	in your little wormy brain, you're trying
	to figure out, did she fuck someone
	tonight?

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

This shuts Clementine up.  She is stung and she starts
gathering up her belongings, which are strewn about the
apartment.  Joel is immediately sorry he said this.  He
follows her around.

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

Clementine is out the door.  Joel follows.

EXT. STREET - NIGHT

Joel looks at his dented car, looks at Clementine clomping
off in the distance.

INT. JOEL'S CAR - CONTINUOUS

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

		JOEL
	Let me drive you home.

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

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

She keeps clomping.

		JOEL (CONT'D)
	You did it to me.  I can't believe you
	did this to me.  By morning you'll be
	gone.  Ha!

He stops the car, gets out.

EXT. STREET - CONTINUOUS

It's a street you might see in a dream, more an impression of
a quiet street than an actual one, with what little detail
there is obscured in darkness.  Joel wanders it.  In the
distance Clementine walks off, but as in an animated loop,
she doesn't get any farther away.  It's lonely.

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

Joel looks up, startled.

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

INT. JOEL'S APARTMENT - NIGHT

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

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

		STAN
	She was unconscious, Patrick.

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

		STAN
	Jesus, Patrick!

EXT. STREET - NIGHT

On the vague street Joel listens to Patrick and Stan.

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

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

		PATRICK'S VOICE
	Yeah, okay.

		STAN'S VOICE
	We have work to do.

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

INT. JOEL'S APARTMENT - NIGHT

Joel and Clementine sit and eat dinner in front of the TV.
It's hard to make out what they're watching.
They sit on opposite ends of the couch.  They look bored.
The scene quickly degenerates.  The room fades.

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

Joel listens.

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

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

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

		JOEL
	That must be the guy I saw you with.

		VOICE-OVER
	In the bookstore that night.  The skinny
	guy.

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

INT. JOEL'S APARTMENT - NIGHT

Joel watches TV.  Clementine walks by in her underwear, looks
at the TV.  She slips into a skirt.

		CLEMENTINE
	How can you watch this crap?

		JOEL
	Where are you going?

		CLEMENTINE
	I'm fucking crawling out of my skin.

The scene starts to fade.  Clementine puts on her shoes and
heads out the door.

EXT. ZOO - DAY

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

		JOEL
	Oh shit.  I remember this.
		(to Clementine)
	Want to go?

		CLEMENTINE
		(pissy)
	I want to have a baby.

		JOEL
	Let's talk about it later.

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

		JOEL
	I don't think we're ready.

		CLEMENTINE
	You're not ready.

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

She turns violently toward him, glaring.

		CLEMENTINE
	What?!

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

		CLEMENTINE
	Joel, We're fucking gonna talk about it!

Joel looks around.  People are watching.

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

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

		CLEMENTINE
		(screaming now)
	I'd make a fucking good mother!  I love
	children!  I'm creative and smart and I'd
	make a fucking good mother!

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

		JOEL
	Oh, thank God.  It's going.

		CLEMENTINE
	It's you!  It's you who can't commit to
	anything!  You have no idea how lucky you
	are I'm interested in you!  I don't even
	know why I am!  I should just end it
	right here, Joel.  Leave you in the zoo.
	Maybe you could find a nice sloth to hang
	out with!

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

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

She looks up at him.

		CLEMENTINE
	I'm glad.

Their eyes lock.  She is fading before his eyes.

		JOEL
	Me, too.

INT. BAR - NIGHT

It's noisy and crowded.  Joel and Clementine sit at a small
table.  She is drunk and staring off, blankly.

		JOEL
	So, um --

		CLEMENTINE
		(swiveling head toward him)
	Would you get me another, Joely?

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

		CLEMENTINE (CONT'D)
	Thanky!  Thanky!

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

Joel is paying the bartender.  He turns with the drink to
head back to the table.  He sees Clementine flirting with a
man in Joel's seat.

Joel is at the table.  Clementine looks from her
conversation.

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

The scene starts to fade.  Mark rises.

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

		CLEMENTINE
	S'okay, Mark.  Joel doesn't like my
	boobs.
		(stage whisper)
	I don't think he likes girls.

The bar gets quiet and vague.

		JOEL
	You're drunk.

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

Clementine keeps talking but there are no more intelligible
words, just a whisper -- like a breeze.

A doorbell buzzes.  Joel looks up.

INT. JOEL'S APARTMENT - NIGHT

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

		MARY
		(coolly)
	Oh, hey, Patrick.

		PATRICK
	Hi, Mary.  How's it going?

She walks past him.

		STAN
	Hey, you.

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

		MARY
	It's freezing out.

		STAN
	You found us okay?

		MARY
	Yeah.
		(re: Joel)
	Poor guy.
		(looking around)
	Have anything to drink?

		STAN
	We haven't checked.

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

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

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

		STAN
	Maybe if you stopped stealing their
	panties.

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

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

		MARY
	Hey, hey.

She pours the whiskey.

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

		PATRICK
	Nah, I don't know.

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

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

Mary and Stan click glasses.

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

		STAN
	That's a good one.

		MARY
	Yeah, I can't wait to tell Howard!  It
	seems really appropriate.

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

		PATRICK
	What's your bartlett's?

		STAN
	It's a quote book.

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

		PATRICK
		(trying to engage)
	Yeah.  Cool.

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

		PATRICK
	Very cool.  Trippy.

		MARY
	I like to read what smart people say.  So
	many beautiful, important things.

		STAN
	Yup.

		MARY
	Don't you think Howard's like that?
	Smart?  Important?

		STAN
		(beat)
	Yup.

		PATRICK
	Definitely!

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

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

		PATRICK
	Definitely.

INT. JOEL'S BEDROOM - NIGHT

It's dark.  Joel and Clementine are in bed.  The memory is
already in the midst of being erased.  Clementine is talking
in a monotonous, robotic manner.

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

		JOEL
	No, it isn't that.

		CLEMENTINE
	I want to know you.

		JOEL
	I just don't have anything very
	interesting about my life.

		CLEMENTINE
	Joel, you're a liar.

The scene is faded completely now and Joel just lies there
for a moment, registering Clementine's statement.

INT. CHINESE RESTAURANT - NIGHT

Joel and Clementine eat dinner in silence.  Joel looks around
at other couples in the restaurant.  Some seem happy and
engaged.  Others seem bored with each other.  He turns back
to his food.

		JOEL
	How's the chicken?

		VOICE-OVER
	Is that like us?  Are we just bored with
	each other?

		CLEMENTINE
	Good.

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

		CLEMENTINE (CONT'D)
	More?

		JOEL
	No.  Thanks.

There's a silence.

		CLEMENTINE
	How's the fish?

The scene is fading.

		JOEL
	It's good.

They continue to eat in silence as the scene dissolves.

		PATRICK'S VOICE
	Hi, Clementine! -- Why, what's wrong? --
	Oh, I'm sorry. -- Well, I'm not sure, I
	kind of have to study for my test --

INT. JOEL'S APARTMENT - NIGHT

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

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

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

		PATRICK
	She's right in the neighborhood.  She's
	upset.

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

		MARY
	Let him go, Stan.  I can help.

		STAN
		(sighing, to Patrick)
	Go.

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

INT. CLEMENTINE'S APARTMENT - NIGHT

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

		CLEMENTINE
	Joely...

		JOEL
	Yeah, Tangerine?

		CLEMENTINE
	Do you know The Velveteen Rabbit?

		JOEL
	No.

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

She's weeping.  Joel is stroking her hair.  They kiss and
begin to make love under the blanket.  It's sweet and gentle
and then it starts to fade.

		JOEL
		(screaming)
	No!  Jesus, No!

He looks down and Clementine's tear-streaked face is fading.
She continues as if she's still being made love to, even
though Joel is completely beside himself.  He jumps up naked
and yells at the ceiling.

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

INT. JOEL'S APARTMENT - NIGHT

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

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

		STAN
		(a sigh)
	Yeah.

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

		STAN
	You love him, don't you?

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

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

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

EXT. STREET - NIGHT

Patrick, bundled up and carrying a full backpack, trudges
through the snow.

INT. CLEMENTINE'S APARTMENT - CONTINUOUS

Clementine watches out the window as Patrick nears.  She's
crying.  He makes his way up her front stairs.  She swings
open the door and hugs him.

		PATRICK
	Oh, baby, what's going on?

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

		PATRICK
	Oh, Tangerine.

		CLEMENTINE
	Nothing makes any sense.  Nothing makes
	any sense.

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

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

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

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

		PATRICK
	Um, okay.  I'll call my study partner.

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

She runs into the bedroom.  Patrick is at the phone and
realizes he doesn't know Joel's number.  After a moment's
thought, he *69's.  The phone rings.

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

Beep.

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

		STAN'S VOICE
	Hey, where are you?

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

INT. JOEL'S APARTMENT - CONTINUOUS

Stan is on the phone.  He's really stoned and watches Mary,
stoned herself, dancing in a sexy trance to something soft
and low on the stereo.

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

INT. CLEMENTINE'S APARTMENT - CONTINUOUS

		PATRICK
	Thanks, Stan.  I owe you.

Patrick hangs up, rifles quickly through his backpack.  He
pulls out a silver bracelet, puts it in his pocket, then
pulls out a journal, flips through it, keeping an eye on the
bedroom door.  The handwriting is a woman's.  He finds what
he's looking for.  He reads:

		CLEMENTINE'S VOICE
	I took Joel to walk on Charles River with
	me last night.  It was so beautiful and
	charming.  Joel was nervous about
	stepping onto the ice, but he wanted to
	please me so much -- he's so sweet --
	that he came out after me.    We lay down
	right in the center and watched the
	stars.  He took my hand and said "I
	could...

EXT. CHARLES RIVER - NIGHT

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

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

Clementine looks over at him.  Her eyes are filled with love
and tears.  Then they get vague.  The scene is being erased.
Joel is panicked.

		JOEL (CONT'D)
	Clem, no!  This can't keep happening.
	Please!  Oh, fuck!  Please!

Crazily, Joel runs off, passing through a series of decayed
scenes: He and Clementine arguing in a car, having sex on the
beach, laughing and holding hands at a movie, eating grilled
cheese and tomato soup together in bed, Joel watching her
sleep, them drinking at a bar.  He arrives at a decayed
version of his first meeting with Mierzwiak.

		MIERZWIAK
	We can help you through this.  Why don't
	you start now by telling me everything
	you can remember about --

		JOEL
	You have to stop this!

		MIERZWIAK
	What?  What do you mean?

		JOEL
	I'm trapped in my head and everything I
	love is being erased!  Stop it now!

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

INT. CLEMENTINE'S APARTMENT - NIGHT

Patrick reads the journal.

		CLEMENTINE'S VOICE
	... and we made love right on the ice.
	It was absolutely freezing on my ass!  It
	was wonderful.

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

		CLEMENTINE
	I'm so excited.  Yay!

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

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

		PATRICK (CONT'D)
	I didn't have a chance to wrap it.

		CLEMENTINE
	It's gorgeous.
		(slipping it on)
	Just my taste.  I've never  gone out with
	a guy who brought me a piece of jewelry I
	liked.
		(kisses him)
	Thanks.  So let's get going.  Long drive.

INT. JOEL'S APARTMENT - NIGHT

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

EXT. FOREST - DAY

Joel and Clementine are hiking, Clementine in front.

		CLEMENTINE
	Such a beautiful view.

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

		CLEMENTINE
	Oh?

		JOEL
	I hired them to.  We're in my brain.  But
	I want it to stop, before I wake up and
	don't know you anymore.

		CLEMENTINE
	Wow.  Um, well... can't you just force
	yourself awake?

		JOEL
	I don't know.

He concentrates.  Nothing happens.

		JOEL (CONT'D)
	Aaargh!  It's horrible!  I'm trapped!

He starts to have a fit, banging against trees, stomping his
feet, screaming.  But even while he's doing this the memory
and Clementine are fading around him.

INT. JOEL'S APARTMENT - DAY

It's raining out.  Joel is reading, slouched in a chair.  He
looks over at Clementine, stretched out on her belly in her
underwear.  She's reading, too.

		VOICE-OVER
	She's so sexy.

		JOEL
	I loved you on this day.  I love this
	memory.  The rain.  Us just hanging.

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

		CLEMENTINE
	What if you hide me?

		JOEL
	What do you mean?

		CLEMENTINE
		(formulating)
	Well... if they're looking for me in
	memories I'm in, what if you take me to a
	memory I'm not in?
		(proud)
	And we can hide there till morning.

Joel ponders this.  The scene and Clementine are beginning to
dissolve.  Joel grabs Clementine's hand.  She giggles with
glee.  He pulls her out of the scene as it degrades.

		JOEL
	Where?  Where?  Where?

He drags her through the landscape of already decayed
memories and turns off into:

INT. KITCHEN - DAY

The kitchen is dated and vague.  Joel and Clementine are in
an oversized playpen; they're adults but small.  Joel wears
footsie pajamas with some vague little animals on them.  He
holds a a red furry huckleberry hound doll.  Clementine is
still in her panties and bra.  An oversized woman in high
heels, seen from a low angle, hurries back and forth
preparing dinner.

		CLEMENTINE
	Jesus.  What's this?

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

		JOEL
	I must be about two.
		(oddly)
	I want my mommy.  She's busy.  She's not
	looking at me.
		(back to himself, re: doll)
	Look, my Huckleberry Hound doll!  I told
	you about this!
		(beat)
	I want my mommy!

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

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

		CLEMENTINE
	I'm right here.

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

		CLEMENTINE
	Joel, Joely, look... it's not fading.
	The memory.  I think we're hidden.

Joel sucks in some snot.  His mother scurries back and forth
clanging pots.  The room is not decaying.  Joel smiles.

INT. JOEL'S BEDROOM - NIGHT

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

		STAN
	It's stopped.

		MARY
	What?

		STAN
	Listen, it's not erasing.

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

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

		MARY
	Where?

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

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

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

		MARY
	Well, what should we do?

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

		MARY
	Sor-ry
		(beat)
	We have to do something.  He can't wake
	up half done.

		STAN
	Shit!

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

		MARY
		(definitely)
	We should call Howard.

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

		STAN
	No way.  I can handle this.

		MARY
	This guy's only half cooked.  There's no
	time to fuck around, Stan.

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

		STAN
		(without making eye contact)
	Okay.

He dials the phone, waits.

		STAN (CONT'D)
	Hello, Howard?

INT. MIERZWIAK'S BEDROOM - CONTINUOUS

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

		MIERZWIAK
	Stan?  What's going on?

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

		MIERZWIAK
	Okay, what happened right before he
	disappeared?

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

		MIERZWIAK
	Well, where was Patrick?

		STAN'S VOICE
	He went home sick.

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

		STAN'S VOICE
	1062 Sherman Drive.  Apartment 1E,
	Rockville Center.

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

INT. JOEL'S APARTMENT - NIGHT

Stan hangs up the phone, looks at Mary.

		MARY
	He's coming?

		STAN
	You better go.

		MARY
	Hell no.

She starts getting dressed.

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

She hurries into the bathroom with her bag.

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

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

INT. KITCHEN - DAY

Joel and Clementine are in the playpen.  Joel's oversized
mother reaches down as she hurries by and pats Joel on the
head.

		MOTHER
	How's my baby boy?

She's gone.

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

Clementine holds his hand.  He looks over at her.

		CLEMENTINE
	You know, we're okay.  They're not
	finding us.  You'll remember me in the
	morning.  And you'll come to me and tell
	me about us and we'll start over.

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

She kisses him.

		CLEMENTINE
	You remember what happened next?

		JOEL
	I came over to the bed and you smelled so
	good, like you just woke up, slightly
	sweaty.  And I climbed on the bed with
	you and you said something like --

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

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

		JOEL
	There's this guy!

		CLEMENTINE
	What?

		JOEL
	There's this guy.  I heard him talking in
	my apartment.  He's one of the eraser
	guys.  And he fell for you when they were
	erasing you, so he introduced himself the
	next day as if he were a stranger and now
	you're dating him.

		CLEMENTINE
	Really?  Is he cute?

		JOEL
	He stole a pair of your panties while you
	were being erased!

		CLEMENTINE
	Gross! You must remember to tell me this
	in the morning.  I'm, like, so freaked
	out now.

INT. CLEMENTINE'S CAR - NIGHT

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

		CLEMENTINE
	What's wrong with me?

		PATRICK
	Nothing is wrong with you.  You're the
	most wonderful person I've ever met.

She glances gratefully over at him then starts to cry even
harder.

INT. JOEL'S BEDROOM - NIGHT

Stan works on trying to get the signal back.  His hair is
combed and he's dressed neatly, looking professional but
still stoned.  Mary is pacing nervously to and from the
window, looking out into the night.  She's dressed also, and
she's wearing more make-up now.  Her hair is pulled up into
some sort of style.  Suddenly she freezes at the window.

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

She doesn't say anything.

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

She looks in the mirror.

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

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

		MIERZWIAK
	Mary.  What are you doing here?

		STAN
	She came to help, Howard.

		MARY
	I wanted to learn as much about the
	procedure as possible, Howard.  I think
	it's important for my job...to help
	comfort the clientele.  You know.

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

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

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

		MIERZWIAK (CONT'D)
	Odd.

He fiddles some more.  Mary looks on, fascinated.

		STAN
	I tried that already.

		MIERZWIAK
	Did you try going through C-Gate?

		STAN
	Yeah.  Of course.

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

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

Mierzwiak presses some more buttons.  The program starts up.
A much more complex and detailed human brain appears on this
screen.  It rotates.  Eventually Mierzwiak sees a small
distant light in the brain.  He zeroes in on it.

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

INT. KITCHEN - DAY

Joel is being bathed in the oversized sink by his oversized
mother.  Clementine sits in the water with him, laughing.
The mother doesn't seem to see her.

		MOTHER
	Little baby getting awwwl cleean.  Awl
	clean.

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

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

The elements of the scene flash explosively away:  Joel's
mother, his Huckleberry Hound doll, the details of the
kitchen, Clementine.   Joel is thrown into:

INT. CAR - NIGHT

He sits with Clementine in the parked car, outside a drive-in
movie theater.  The movie on the giant screen is partially
obscured by a fence.  Joel and Clementine drink wine.

INT. JOEL'S BEDROOM - NIGHT

Mierzwiak looks up from the computer screen.

		MIERZWIAK
	Okay, we're back in.

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

		MIERZWIAK
	Well, thank you, Mary.

		STAN
		(sighing)
	You get some sleep, Howard.  I'll take it
	from here.

		MIERZWIAK
	Yeah, probably a good idea.

INT. CAR - NIGHT

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

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

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

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

She starts to fade.  The scene starts to fade.  Joel
remembers their previous plan.

		JOEL
	They found us before.  The plan didn't
	work.  I don't know what to do now.

		CLEMENTINE
		(mouthing to woman on screen)
	Hide me somewhere deeper?  Somewhere
	buried?

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

INT. JOEL'S BEDROOM - NIGHT

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

		STAN
	Howard, they've disappeared again.

		MIERZWIAK
	Oh dear.

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

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

EXT. SCHOOLYARD - AFTERNOON

Joel, now the size of a junior high school kid and dressed
accordingly, is peering around the corner of the school
building toward the bike rack.  Clementine is with him,
dressed as she was in the parked car.

		CLEMENTINE
	Look at you, cutey!  What are we doing?

		JOEL
	This kid, Joe Early, is going to beat the
	shit out of me.

		VOICE-OVER
	I'm terrified.  I thought if I hung
	around the art room long enough, he'd go
	home and I could get my bike.

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

		CLEMENTINE (CONT'D)
	Poor Joel.

They're at the bike rack and a bunch of kids, including
giant, fat Joe Early come around the corner.

		JOE EARLY
	Hi, Jill.

		JOEL
	He calls me Jill.  Everyone calls me Jill
	after this.

The other kids laughs.

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

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

		JOEL
	I don't want to fight you.

The kids start chanting, "fight, fight, fight..."  Joe Early
throws a wild punch that hits Joel in the side.  joel falls
and stays down, covering himself.

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

Joel doesn't say anything.  He peeks humiliated at
Clementine.  She's watching him.  She's got a tear in her
eye.  She kneels down beside him, puts her arm around him.

		JOEL
	I'm too scared to even throw a punch.
	When I tell people this story I leave
	that part out.

The scene flashes violently to white and is gone.

INT. JOEL'S APARTMENT - NIGHT

Mierzwiak is at the machine.

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

EXT. BEACH - DAY

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

		CLEMENTINE
	Our house!  Our house!

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

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

He grabs her arm and yanks and they are in:

INT. BOY'S BEDROOM - NIGHT

It's dark.  Joel, junior high school size, is in bed
masturbating.  Clementine is in there, too, in her winter
coat, still laughing from before.  She realizes what's going
on.

		CLEMENTINE
		(mock offended)
	Joel!

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

Joel's mother pops her head in the door.

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

The mother backs out, closes the door.  Joel cringes.
Clementine laughs, still in the mode of the memory she was
swiped from.  Flash!  It's all gone.

INT. RESTAURANT - NIGHT

Joel and Clementine are laughing as she blows out the candle
on a slice of cheesecake in front of her.  Joel hands her a
small wrapped box.

		JOEL
	Happy Birthday.

		CLEMENTINE
		(unwrapping the gift)
	Thanks, Joely.  A present!  Oh boy!

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

		CLEMENTINE (CONT'D)
	Oh, Joel.  It's beautiful!
		(slip it on)
	I mean, you're the first guy who ever
	bought me a piece of jewelry I could
	honestly say that about.

He notices she's starting to fade.

		JOEL
	I scoured the city for it.

		CLEMENTINE
	I love it!

She leans across the table to kiss him.  He grabs her and
runs through the decaying scene and into the vague night.

EXT. SUBURBAN STREET - DAY

Joel is one of a group of five year olds.  He holds a hammer
and is poised to hit a dead bird in a red wagon.  The other
boys are goading him.

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

Joel doesn't want to.  Clementine watches.

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

		VOICE-OVER
	I didn't want to do this.  But I had to
	or they would've called me a girl.

Joel miserably smashes the bird repeatedly with the hammer.
Red jelly guts cover the hammer and the wagon bottom.  The
kids hoot.

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

A live bird watches from a tree.  Clementine, still dressed
for her birthday dinner (wearing her new bracelet), pulls
Joel away from the other boys.  The two of them walk down
Joel's suburban street.

		CLEMENTINE
	It's okay.  You were a little kid.
		(beat)
	This is a great birthday present.
	Getting to see you as a boy.

She kisses him and they walk holding hands.

		JOEL
		(pointing)
	That's where I live.  Lived.

Joel looks down at her hand.  It's fading.  The bracelet is
gone.  Clementine is gone.  His childhood house is gone.

INT. JOEL'S BEDROOM - NIGHT

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

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

Mary sits on the bed.

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

Stan sighs, grabs his coat.

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

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

Mary doesn't say anything.  Stan huffs and is out the door.
Mierzwiak continues to find and erase points of light.  Mary
gets up her courage to speak.

		MARY
	Do you like quotes, Howard?

		MIERZWIAK
	How do you mean?

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

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

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

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

		MIERZWIAK
	Is that Nietzsche?

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

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

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

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

		MIERZWIAK
	Alexander Pope?

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

		MIERZWIAK
	It's no big deal.

		MARY
	You are such a sweetheart.

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

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

She smiles, proud and embarrassed.

		MIERZWIAK
	That's lovely.

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

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

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

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

		MIERZWIAK
	You're a wonderful girl, Mary.

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

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

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

		MARY
		(suddenly weepy)
	I wish I was your wife.  I wish I had
	your kids.

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

		MIERZWIAK
	We can't do this.

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

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

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

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

EXT. JOEL'S APARTMENT BUILDING - NIGHT

Stan sits in the van and smokes a cigarette.  He has an
unobstructed view into Joel's bedroom window.  He watches
Mierzwiak and Mary.  They're talking as Howard works.  It
appears to be a very serious discussion.  A car pulls up
outside.  Stan turns to see.  A middle-aged woman gets out,
checks the address on Joel's building, approaches the only
lit window, watches Mierzwiak and Mary inside.  Mierzwiak's
resolve has apparently weakened and he and Mary kiss again.
This time it leads to groping, partial undressing, and
falling onto the bed alongside the unconscious Joel.  The
woman in the window is transfixed.  As Mierzwiak fumbles to
unzip his pants, he catches sight of the woman in the window.
He practically shrieks and jumps up.

EXT. COUNTRY ROAD - DAY

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

INT. JOEL'S BEDROOM - CONTINUOUS

Mary looks confusedly at Howard.

		MARY
	What?

She follows his eyes and sees the woman in the window, who
turns and walks off in a huff.

		MARY (CONT'D)
	Oh my God!

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

EXT. JOEL'S APARTMENT BUILDING - CONTINUOUS

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

		MIERZWIAK
	Hollis!  Hollis!

		HOLLIS (THE MIDDLE-AGED WOMAN)
	I knew it, Howard.  I don't even know why
	I bothered to copy the damn address.

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

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

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

Hollis turns, looks at Mary and then at Mierzwiak.

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

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

		MARY
	Tell me what?

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

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

She drives off.  Mary watches Howard with increased
foreboding.

		MARY
	What, Howard?

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

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

		STAN
	Let me take you home.

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

EXT. CHARLES RIVER - NIGHT

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

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

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

		CLEMENTINE
	I want to go home.

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

INT. COMMUTER TRAIN - NIGHT

Mary, in shock, sits in the empty fluorescent car.  She tries
to look out the window but can only see her own reflection.

INT. JOEL'S BEDROOM - NIGHT

It's deathly silent as Mierzwiak and Stan work on completing
the job.  Mierzwiak locates a light hidden very deep in the
map of Joel's brain.  He targets it.

EXT. ROWBOAT - DAY

Joel, the size of a ten year old, sits fishing with his
oversized father.  Clementine is naked and in the boat, too.
She's reading The Play by Stephen Dixon.

		CLEMENTINE
	I love this book, Joel.  Thank you so
	much for telling me about it.

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

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

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

Clementine watches the frightened, confused Joel.

		CLEMENTINE (CONT'D)
	Joel, you're not sewn in.  He's wrong.

		FATHER
	...and there'll be nowhere to go except
	where you're headed, like a train on a
	track.  Inevitable, unalterable.

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

INT. CHINESE RESTAURANT - NIGHT

Joel finds himself eating Chinese food and sitting across
from Clementine.  He is ragged and jarred.

		JOEL
	I'm done, Clem.  I'm just going to ride
	it out.  Hiding is clearly not working.

		CLEMENTINE
	Yeah.

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

		CLEMENTINE
	This is our first "date" date.

		JOEL
	Do you remember what we talked about?

		CLEMENTINE
	Naomi, I guess.

		JOEL
	Yeah.

		CLEMENTINE
	What was I wearing?

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

		CLEMENTINE
	Egad, were you horrified?

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

She is wearing the black dress.

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

INT. DRESS SHOP - SHOP

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

INT. RESTAURANT - NIGHT

Clementine wears a generic black dress now.

		JOEL
	Right.  Something black though.

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

		JOEL
	We did talk about Naomi.

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

		JOEL
	I'm sure, I said.

		CLEMENTINE
	But you weren't.  I could tell.

		JOEL
	I was so nervous.  I remember I couldn't
	think of anything to say.  There were
	long silences.

There is a long silence.

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

		CLEMENTINE
	So what.  Infatuation is good, too.

		JOEL
	And I didn't have an argument.

INT. CAR - NIGHT

Joel and Clementine pull up to Clementine's house.

		JOEL
	I dropped you off after.  You said --

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

		JOEL
	It's very late.

		CLEMENTINE
	Yes, exactly.  Exactly my point.

INT. CLEMENTINE'S APARTMENT - NIGHT

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

		JOEL
	This was our first time.

The scene starts to fade.  Joel watches Clementine disappear.

INT. LACUNA RECEPTION AREA - NIGHT

Mary enters the dark room, frazzled.  She flips on the
fluorescent lights and searches the file folders, finds one
with her name on it.  Her jaw drops.  With a shaky hand, she
puts the tape into the player on her desk and presses "play."

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

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

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

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

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

A SERIES OF MURKY IMAGES.  NO DETAIL.

A flirtatious look from Mierzwiak.

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

A vague shot of a wind-up frog.

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

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

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

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

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

INT. JOEL'S APARTMENT - NIGHT

Joel sits in the quiet living room.  The scene is fading.

		JOEL
	Naomi.

		VOICE-OVER
	On the couch.  Dark.  Quiet.  I wondered
	if I had made a terrible mistake.  I
	almost reached for the phone about a
	thousand times.  I thought I could take
	it back, erase it, explain I had
	momentarily lost my mind. Then I told
	myself we weren't happy.  That was the
	truth.  That what we were was safe.
	It was unfair to you and to me to stay in
	a relationship for that reason.  I
	thought about Clementine and the spark
	when I was with her, but then I thought
	what you and I had was real and adult and
	therefore significant even if it wasn't
	much fun.   But I wanted fun.  I saw
	other people having fun and I wanted it.
	Then I thought fun is a lie, that no one
	is really having fun; I'm being suckered
	by advertising and movie bullshit... then
	I thought maybe not, maybe not.  And then
	I thought, as I always do at this point
	in my argument, about dying.

INT. ROOM - DAY

An elderly man sits.

		VOICE-OVER
	I projected myself to the end of my life
	in some vague rendition of my old man
	self.  I imagined looking back with a
	tremendous hole of regret in my heart.

INT. JOEL'S APARTMENT - NIGHT

Joel sits.

		VOICE-OVER
	I didn't pick up the phone to call you,
	Naomi.  I didn't pick up the phone.

The scene dissolves.

INT. JOEL'S APARTMENT - DAY

Namoi is red-eyed from crying.  She is packing things in
boxes.  Joel paces, steals glances at her, doesn't know what
to say.  She holds up a book.  The scene starts to fade.

		NAOMI
	Yours?

		JOEL
	You take it.  I don't know.

She tosses it in a box.

		JOEL (CONT'D)
	Naomi, I really value our relationship.
	I hope it's possible for us to stay in
	touch.

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

INT. JOEL'S BEDROOM - DAY

Joel watches out the window as Naomi stuffs a final box in
the trunk of a car.  There's another woman down there with
her.  They get into the car and drive off.

INT. BORDER'S BOOKSTORE - NIGHT

Joel talks to Clementine.  The scene is fogging over.

		JOEL
	I told her today I need to end it.

		CLEMENTINE
	Is that what you want?

		JOEL
	I did it.  I guess that means something.

Clementine shrugs.  The scene fades.

EXT. PARK - DAY

Joel walks with Naomi.

		NAOMI
	So what's going on, Joel?

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

		NAOMI
	What?

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

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

		JOEL
	I think maybe, we're both so used to
	operating at this level that -- How can
	one person be unhappy?  If one person is
	unhappy, both have to be... by
	definition.

		NAOMI
	Bullshit.  Who is it?  You met someone.

		JOEL
	No.  I just need some space, maybe.

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

		JOEL
	It's not somebody else.

		VOICE-OVER
	I hate myself.

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

INT. BORDER'S BOOKSTORE - NIGHT

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

		JOEL
	Is there a Clementine who works here?

		MALE EMPLOYEE #1
		(calling to another male
		 employee)
	Mark, is Clem on tonight?

		MALE EMPLOYEE #2
	On my dick, bro.
		(turns, sese Joel, embarrassed)
	Oh, hey.  Yeah, I think she's upstairs in
	Philosophy.

Joel climbs stairs, searches the aisle, spots Clementine.

		JOEL
	Hi.

She turns.

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

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

		CLEMENTINE
		(seemingly uninterested)
	Yeah?

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

		CLEMENTINE
	Well, you're married.

		JOEL
	Not yet.  Not married.

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

		JOEL
	Okay.

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

She goes back to stacking.  Joel stands there helplessly.

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

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

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

		JOEL
	I remember that speech really well.

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

		JOEL
	You had the whole human race pegged.

		CLEMENTINE
	Probably.

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

		CLEMENTINE
	I know.

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

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

The scene is gone.

INT. ROB AND CARRIE'S CAR - NIGHT

Joel sits forlornly in the back seat.  Rob drives and Carrie
sits in the front passenger seat.  The car stops in front of
Joel's apartment building.

		JOEL
	Thanks, guys.

		CARRIE
	I hope you feel better, sweetie.

		JOEL
	Yeah.

		CARRIE
	Say hi to Naomi.

The car door closes.

INT. BUILDING STAIRWAY - NIGHT

Joel climbs the stairs.

		VOICE-OVER
	I hope she's not up.  I need to think.

INT. JOEL'S BEDROOM - NIGHT

The lights are off.  Joel sits on a chair near the window,
writing in his journal.  The streetlight illuminates the
paper.  Naomi sleeps in the bed.

		VOICE-OVER
	I met someone tonight at a party on the
	beach.  Her name is Clementine.  There is
	something alive about her.

Naomi turns over in bed, sees Joel.

		NAOMI
		(full of sleep)
	Hi.

		JOEL
	Hi.

		NAOMI
	How was it?

		JOEL
	You didn't miss much.  Rob Carrie say
	hello.

		NAOMI
	Hi, Rob and Carrie.

		JOEL
	Go back to sleep.

The room is starting to decompose.

		NAOMI
	Yeah.  Come to bed.  I'm cold.

		JOEL
	In a minute.

Naomi turns over.  Joel goes back to his writing.

		VOICE-OVER
		(more and more emotionless)
	I don't know what to do about this.  I've
	been feeling so alienated and numb
	lately.  Forever.  The thought of not
	acknowledging my feelings again seems
	self-destructive.
	How can I continue on this path toward a
	living death, a life filled with
	obligation and guilt and responsibility
	but joyless, hopeless?  I need to speak
	with Clementine.

The scene has turned to a husk.

INT. JOEL'S APARTMENT - AFTERNOON

Joel is at his closet, putting on a sweater.  Naomi is at the
dining room table, papers spread out before her, writing.
Joel turns and watches her for a moment.

		JOEL
	So you don't mind?

		NAOMI
	I've got to finish this chapter anyway.

The scene is fading.

		JOEL
	Okay.  I wish you could come.

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

		NAOMI (CONT'D)
	Me, too.

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

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

		JOEL
	I hope you get your work done.

		NAOMI
		(sighing)
	Yeah.

INT. ROB AND CARRIE'S CAR - NIGHT

Rob drives.  Carrie fiddles with the radio dial in the front
passenger seat.  Joel sits in the back.

		CARRIE
	I'm sorry Naomi couldn't make it.  You
	okay?  You seem quiet.

		JOEL
	Just a little overworked, maybe.

		VOICE-OVER
	The trip to the party where I met
	Clementine.  My first memory of her is
	now my last memory of her.

Joel looks out the window.  Carrie turns around and says
something to Joel.  She is backlit, her hair a halo of frizz.

		JOEL
	I remember you turned around.  Your face
	was dark and your hair was backlit -- I
	could see a halo of frizz -- you asked me
	if things were okay between Naomi and me.

		CARRIE
	I did.  You said, things were fine.

		JOEL
	I remember.

		CARRIE
	This is the night you met Clementine,
	Joel.  I remember watching you walk down
	the beach with her and I thought, oh
	shit.

		JOEL
	Yeah, you told me that later.

		CARRIE
	I told you that later.

Joel looks out he window.  He sees the husk of a memory on
the darkened roadside.  It's Joel and Carrie in:

INT. ROB AND CARRIE'S KITCHEN - DAY

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

		CARRIE
	Who was the girl you walked off with?

		JOEL
	No one.

EXT. BEACH PARKING LOT - NIGHT

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

EXT. BEACH - NIGHT

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

		CARRIE
	Is this the right way?

EXT. BEACH - MOMENTS LATER

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

EXT. BEACH - LATER

Joel sits on a log, a paper plate of chicken and corn on his
lap.  People warm themselves at the fire.  Joel watches
couples talking, kissing, Rob sharing a joint with a guy.

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

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

		JOEL (CONT'D)
	Your back to me.  In that orange
	sweatshirt I would come to know so well
	and even hate eventually.  At the time I
	thought, how cool, an orange sweatshirt.

		VOICE-OVER
	I remember being drawn to you even then.
	I thought, I love this woman because
	she's alone down there looking out at the
	black ocean.

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

A shot of the orange sleeve.  Joel looks up.

		CLEMENTINE
	Hi there.

		JOEL
	Hi.

		VOICE-OVER
	I was so nervous.  What were you doing
	there, I wondered.  Your hair was lime
	green.  Green revolution.

A shot of her green hair.

		JOEL
	You said...

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

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

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

		JOEL
	Even then I didn't believe you entirely.
	I thought how could you be talking to me
	if you couldn't talk to people?

		VOICE-OVER
	But I thought, I don't know, I thought it
	was cool that you were sensitive enough
	to know what I was feeling and that you
	were attracted to it.

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

		VOICE-OVER
	And I just liked you so much.

		CLEMENTINE (CONT'D)
	You did?  You liked me?

		JOEL
	You know what I did.

		CLEMENTINE
	Yeah, I know.  I'm fishing.

		JOEL
	You said --

She picks a drumstick off of Joel's plate.

		CLEMENTINE
	I'm Clementine.  Can I borrow a piece of
	your chicken?

		JOEL
	And you picked it out of my plate before
	I could answer and it felt so intimate
	like we were already lovers.

		JOEL (CONT'D)
	I remember --

		VOICE-OVER
	The grease on your chin in the bonfire
	light.

Shot of a smudge of chicken grease on Clementine's chin.

		CLEMENTINE
	Oh God, how horrid.

		JOEL
	I'm Joel.

		VOICE-OVER
	No, it was lovely.

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

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

		CLEMENTINE
	Yeah, like that.

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

She smiles.

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

		JOEL
	I know.

		CLEMENTINE
	What do we do?

		JOEL
	Enjoy it.  Say good-bye.

She nods.

Joel and Clementine are walking near the surf.

		JOEL (CONT'D)
	So you're still on the Zoloft?

		VOICE-OVER
	Next thing I remember we were walking
	down near the surf.

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

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

		CLEMENTINE
	But my sleeping is really fucked up.

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

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

		JOEL
	yeah?

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

		JOEL
	Okay.

		CLEMENTINE
	Have you ever read any Anna Akhmatova?

		JOEL
	I love her.

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

		JOEL
	I think she's great.

		CLEMENTINE
	Me too.  There's this poem --

		JOEL
	Did this conversation come before or
	after we saw the house?

		CLEMENTINE
	I think, before.

		JOEL
	Seems too coincidental that way.

		CLEMENTINE
	Yeah, maybe.

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

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

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

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

Joel chuckles appreciatively.

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

		JOEL
	Um, no.

		CLEMENTINE
	Let's move into this neighborhood.

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

		JOEL
	I do sort of live with somebody though.

		CLEMENTINE
	Oh.

She walks to the next house, tries the door.

		CLEMENTINE (CONT'D)
	Male or female?

		JOEL
	Female.

		CLEMENTINE
	At least I haven't been barking up the
	wrong tree.

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

		CLEMENTINE (CONT'D)
	Cool.

		JOEL
	What are you doing?

		CLEMENTINE
	It's freezing out here.

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

		JOEL
		(whisper)
	Clementine.

		VOICE-OVER
	I couldn't believe you did that.  I was
	paralyzed with fear.

The front door opens and Clementine stands there beckoning.

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

		JOEL
	I hesitated for what seemed like forever.

		CLEMENTINE
	I could see you wanted to come in, Joel.

He walks cautiously toward the door.

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

INT. HOUSE - CONTINUOUS

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

		JOEL
	I knew.

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

		JOEL
	It's dark.

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

		JOEL
	Naomi.

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

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

		JOEL
	I think we should go.

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

She runs upstairs, giggling.  The room is drying out, turning
into a husk.

		JOEL
		(calling after her)
	I really should go.  I really need to
	catch my ride.

		VOICE-OVER
	I didn't want to go.  I was too nervous.
	I thought, maybe you were a nut.  But you
	were exciting.  You called from upstairs.

		CLEMENTINE (CONT'D)
		(flat)
	So go.

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

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

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

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

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

		CLEMENTINE (CONT'D)
	Bye, Joel.

		JOEL
	I love you.

She smiles.  They kiss.  It fades.

		CLEMENTINE
	I --

EXT. BEACH - NIGHT

Joel finds himself hurrying back to the bonfire.  This scene,
too, is disintegrating.  It dries up and Joel is just
standing there on a faded beach at night, the bonfire frozen
in the distance like a photograph.

INT. CAR - NIGHT

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

		CARRIE
	Did you have fun?

Joel nods glumly.

Carrie continues to talk, but her voice goes under as Joel
studies the faded husks of memories, piled like refuse
outside the moving car window.  He sees dried-out version of
previous interactions with Clementine playing out in loops.
He looks back and sees the memory of his ride home from the
beach with Rob and Carrie.  It, too, is decaying.  Soon all
has crumbled into dust.  Everything goes black.

INT. JOEL'S BEDROOM - EARLY MORNING

Howard watches the monitor.  The last specks of light are
fading.  It grows dark.  He is tired, his eyes are hollow.
He turns to Stan, who is staring out the window at the dawn.

		HOWARD
	Okay.

Stan turns and wordlessly begins the clean-up.  He pulls the
electrodes off of Joel's scalp, coils cable, packs bags.
Howard dials the bedside phone.  He waits as it rings.

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

Howard hangs up.

EXT. JOEL'S APARTMENT BUILDING - EARLY MORNING

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

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

		MIERZWIAK
	Thanks, Stan.  Thanks.

INT. PATRICK'S CAR - EARLY MORNING

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

		PATRICK
	You want to stop for coffee or something?

Mary shakes her head "no."  Long silence.

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

Mary doesn't say anything.  Silence.

		PATRICK (CONT'D)
	Well do it again soon.

EXT. PARKING STRUCTURE - EARLY MORNING

Stan pulls the van into space marked "Lacuna."  He gets out,
crosses to his car.  Mary is sitting on the hood.

		STAN
	Hey.

		MARY
		(beat)
	Do you swear you didn't know?

		STAN
	I swear.

		MARY
	And you never even suspected?  Never saw
	us behaving in any unusual way together?

		STAN
	Once, maybe.

She watches him closely, waiting for him to continue.

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

		MARY
	How did I look?

		STAN
		(beat)
	Happy.  Happy with a secret.

Mary starts to cry.

		MARY
	And after that?

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

Mary says nothing.

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

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

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

		MARY
		(heading toward the levator)
	Thanks, Stan.

She stops but doesn't turn to face him.

		MARY (CONT'D)
	You're nice.
		(beat)
	But I love him.  I knew I loved him.  Now
	I know.

He nods.  She waves, heads to the elevator.

INT. JOEL'S BEDROOM - MORNING

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

EXT. COMMUTER TRAIN STATION - MORNING

Joel waits on the crowded platform.  The platform across the
tracks is empty.  Joel's train arrives.  It's packed.  He
squeezes on with all the other commuters.

INT. OFFICE - DAY

Joel works in his cubicle over the light table.  He seems
distracted.  He dials his phone.  He's nervous.

		JOEL
	Hi... Naomi?  Yeah, hi!  How are you?  I
	know, I know.  It's been a long time.
	Not too much.  You?  Oh, that's great!
	Congratulations!  Maybe I could buy you
	dinner to celebrate?  Tonight?  I'm free.
	Okay, good!

INT. LACUNA RECEPTION AREA - DAY

Mary does paperwork at her desk.  She looks through her
reception window at the sad people waiting in the lobby with
their bags of stuff.

INT. MIERZWIAK'S OFICE - CONTINUOUS

Mierzwiak dials his phone and waits.  He hangs up.  Mary
enters with the papers.

		MARY
	I need this signed, Howard.

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

		MARY (CONT'D)
	Thanks.
		(beat)
	So... do we talk about this... or what?

		MIERZWIAK
	I don't know what I'm supposed say, Mary.
	I want to do the right thing here.

		MARY
	Do you love me?  Did you love me?
	Something.  I listened to my tape.  I
	can't believe I've been sitting right in
	front of it for a year.  It's like
	listening to someone else's story.  I
	mean, I hear myself talking about having
	sex with you and I can't even imagine you
	naked.  I can't even say "naked" to you!

		MIERZWIAK
	I have a family, Mary.

		MARY
	You made me have an abortion.

		MIERZWIAK
	It was a mutual decision.

		MARY
	You made me have you erased!  I loved
	you.  I love you!  How could you --

		MIERZWIAK
	I didn't make you.  You thought it best.
		(off her stare)
	But, look, I take full responsibility.

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

INT. RESTAURANT - NIGHT

Joel sits across from Naomi.

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

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

		NAOMI
	I'm sorry.

		JOEL
	Well, it was my fault -- the break-up.
	I'm sorry.

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

		JOEL
	I miss you.

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

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

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

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

		NAOMI
	I'm glad you called.

INT. JOEL'S BEDROOM - NIGHT

Joel and Naomi are in bed having sex.  There are certain
sexual routines, habits, they have fallen back into almost
immediately.  She sticks her tongue in his ear in a way
that's trying to be sexual but just feels embarrassing to
him.  They finish and lie there.

		JOEL
	So you think the dissertation will get
	published?

		NAOMI
	I don;t know.  I'm not sure there's a big
	public demand for books on Calvinism and
	Misogyny.

INT. CLEMENTINE'S APARTMENT - NIGHT

Clementine lies in bed with Patrick.

EXT. COMMUTER TRAIN STATION - MORNING

The platform is crowded with business commuters.  Joel is
among them.
The platform across the tracks from them is empty.  Suddenly,
Joel turns and makes his way through the crowd.  He climbs
the stairs, crosses the overpass and makes his way to the
empty platform.  An almost empty train pulls into that
platform.  Joel gets on the train and watches the business
commuters through the dirty window as his train pulls out of
the station.

INT. MARY'S APARTMENT - MORNING

Mary gets out of bed.  She has been crying all night.  She's
a wreck.  She puts on some coffee then crosses into the
living room area.  Sitting there are piles of the files from
work.  She pulls the top one out, copies the name and address
onto an envelope stuffs the file and tape cassette in.  She
pulls another file out.  This one has Joel's name on it.  She
copies it onto an envelope.

INT. CLEMENTINE'S APARTMENT - NIGHT

Joel says goodbye to Clementine.

		CLEMENTINE
	So you'll call me, right?

		JOEL
	Yeah.

		CLEMENTINE
	When?

		JOEL
	Tomorrow?

		CLEMENTINE
	Tonight.  Just to test out the phone
	lines.

		JOEL
	Yeah.

Joel exits.  We stay on Clementine as she watches Joel head
to his car, tromping through the snow.

INT. JOEL'S APARTMENT - NIGHT

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

		JOEL
	Hi, Naomi, it's Joel.

		NAOMI'S VOICE
	Hi.

		JOEL
	How's it going?

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

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

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

		JOEL
	I just got in.

		NAOMI'S VOICE
	Long day thinking.

Joel flips on messages with volume down.

		JOEL
	Yeah, I suppose so.

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

		NAOMI'S VOICE
	That's me.

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

		NAOMI
	Okay, Joel.  I suppose you're right.

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

		NAOMI
	So I'm going to get some sleep.  I'm glad
	you're okay.

		JOEL
	We'll speak soon.

		NAOMI
	'Night.

She hangs up and Joel stands there for a minute feeling
creepy, then he dials the number on a piece of paper.

		CLEMENTINE'S VOICE
	What took you so long?

		JOEL
	I just walked in.

		CLEMENTINE'S VOICE
	Hmmm.  Do you miss me?

		JOEL
	Oddly enough, I do.

		CLEMENTINE'S VOICE
	Ha Ha!  You said, I do.  I guess that
	means we're married.

		JOEL
	I guess so.

		CLEMENTINE'S VOICE
	Tomorrow night... honeymoon on ice.

EXT. CHARLES RIVER - NIGHT

Clementine steps out onto it.  Joel follows nervously.

		CLEMENTINE
	Don't worry.  It's really solid this time
	of year.

		JOEL
	I don't know.

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

		JOEL (CONT'D)
	This is so beautiful.

She squeezes his hand.

		CLEMENTINE
	Isn't it?

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

		JOEL
	I don't know.  What if it breaks?

		CLEMENTINE
	What if?

Clementine lies on her back and stares up at the stars.  Joel
is paralyzed.  He looks back at the shore.

		JOEL
	I think I should go back.

		CLEMENTINE
	Joel, come here.  Please.

He hesitates then gingerly makes his way over to her.  She
reaches for his hand and gently pulls him down.  He lies on
his back beside her, their bodies touching.  He wants to turn
to her, but out of shyness, doesn't.  She holds his hand.
They look up at the stars.  She smiles, doesn't say anything
and snuggles closer to him.

		JOEL
	Listen, did you want to make love?

		CLEMENTINE
	Make love?

		JOEL
	Have sex.  Y'know --

		CLEMENTINE
	Oh, um...

		JOEL
	Because I just am not drunk enough or
	stoned enough to make that happen right
	now.

		CLEMENTINE
	That's okay.  I --

		JOEL
	I'm sorry.  I just wanted to say that.
	This seems like the perfect romantic
	exotic place to do it and --

		CLEMENTINE
	Hey, Joel --

		JOEL
	-- and I'm just too nervous around you
	right now.

		CLEMENTINE
	I'm nervous, too.

		JOEL
	Yeah?  I wouldn't have thought that.

		CLEMENTINE
	Well, you obviously don't know me.

		JOEL
	I'm nervous because I have and enormous
	crush on you.

She smiles up at the sky.

		CLEMENTINE
	Show me which constellations you know.

MONTAGE

We see people going to their mailboxes, finding manila
envelopes.  One by one they open the envelopes and pull out
tapes.  We see stunned, confused, disbelieving reactions as
people listen to their tapes.

EXT. CLEMENTINE'S APARTMENT - DAY

Joel drops Clementine off.  She kisses him.

INT. JOEL'S APARTMENT - A FEW MINUTES LATER

Joel enters with his mail.  He opens a manila envelope, reads
the enclosed file, sticks the cassette tape in his stereo,
listens.  Joel dials the phone.

		CLEMENTINE'S VOICE
	Yeah?

		JOEL
	Did you send this?  Is it a joke?

		CLEMENTINE'S VOICE
	I probably got the same thing as you.

		JOEL
	I mean, I haven't even told anyone I've
	met you.  Who would even know to do this?

		CLEMENTINE'S VOICE
		(matter of fact)
	Maybe it's true then.  It's my voice on
	the tape.

		JOEL
	That's what you have to say?  How could
	it be true?  I never even heard of any
	procedure like this.  It's a joke.

		CLEMENTINE
	Maybe.  Call someone who'd know.

MONTAGE

We see the people we saw opening envelopes, now on the phone.
We hear over and over:  "Is this true?", "Did this really
happen?", "Do I know you?", "Is it true?"

INT. ROB AND CARRIE'S KITCHEN - DAY

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

		CARRIE
	Yes, Joel.  It is true.  We weren't
	supposed to say anything.  They say it's
	like waking a sleepwalker.

INT. JOEL'S APARTMENT - CONTINUOUS

Joel hangs up.  He dials the phone.

		JOEL
	It's true.

		CLEMENTINE'S VOICE
	I know.  I spoke to my friend Magda.

Joel is immersed in the several page document.

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

		CLEMENTINE'S VOICE
	Joel, we've fucked.  We've made love.
	Like a million times.  And we were so
	sweet and shy and inept with each other
	last night.  Isn't that lovely?

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

		CLEMENTINE'S VOICE (CONT'D)
	Come over here, sweetheart.  Please.

INT. CLEMENTINE'S APARTMENT - LATER

Joel and Clementine review their separate Lacuna packages
together.

		CLEMENTINE
	Says you were closed off, non
	communicative, never told me what you
	were feeling.

		JOEL
	Says you were a bully...

		CLEMENTINE
		(laughing)
	A bully?  Moi?

		JOEL
	That's what it says.  You drank too much,
	you picked on me for being passive and
	timid.

		CLEMENTINE
	Well, sounds like me.  Sorry, man.
		(reading)
	Says you were jealous and suspicious.

		JOEL
	Says you would sometimes disappear all
	night, then brag to me about your sexual
	conquests.

		CLEMENTINE
	Did I use the term "sexual conquests" or
	is that your way of putting it.

		JOEL
	I don't know.

		CLEMENTINE
	Doesn't sound like me.

		JOEL
	Says you were a slob, leaving trails of
	panties and dirty socks in your wake.

		CLEMENTINE
	Says you were constantly calling me a
	slob.
		(laughs)
	It's sexy that we were like a married
	couple, griping and overly-familiar and
	bored.  Don't you think?

		JOEL
		(considering)
	I sort of do.  But I only see it as a
	fantasy version of reality.  Cleaned up
	enough to be erotic.

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

She smiles at nervous Joel.

		CLEMENTINE (CONT'D)
	You know my body like the back of your
	hand.

She unbuttons her blouse.

		CLEMENTINE (CONT'D)
	Every curve, every freckle.

She takes off her shirt.  He stares at her.  He has clearly
never seen this body before.

		JOEL
	You're so beautiful.

She approaches him, kisses him, his arms wrap around her
waist for the first time.

INT. LACUNA LTD. WAITING ROOM - MORNING

Stan enters the waiting room, now crowded with people holding
their files, a stunned-looking lot.  There is a new woman in
the reception window.  The file cases behind her are bare.

		RECEPTIONIST
	May I help you?

		STAN
	I work here.  I used to work here.  Stan.
	Please just tell Howard I'm here to clean
	out my desk.

		RECEPTIONIST
		(into phone)
	Mr. Mierzwiak, Stan is here to -- Yes
	sir.
		(to Stan)
	He says he needs to see you.

INT. MIERZWIAK'S OFFICE - MOMENTS LATER

Stan enters.  Mierzwiak is pale and pacing.

		MIERZWIAK
	She should not have done this, Stan.  As
	mad as she was... as justifiably --

		STAN
	I don't know what you're talking about,
	Howard.

		MIERZWIAK
	Mary has stolen our files and is sending
	them back to people.

		STAN
	Jesus.

Mierzwiak turns up the volume on a small video monitor
looking in on the lab, where Patrick has clearly taken over
Stan's position.  He is in the process of interviewing a sad
young woman.

		YOUNG WOMAN
	... so I called everybody I know and
	asked them to tell me everything.  Now I
	know my entire history with him, but it's
	in the form of a story, I'm losing my
	mind.

		MIERZWIAK
	This is why people must never be told.
	It's like waking a --

		YOUNG WOMAN
	I don't know what to do.  Before I
	thought I was depressed for no reason.
	Now it's like I've been assigned a
	reason.

		PATRICK
	This never should've happened, ma'am.
	We'll take care of it.

		MIERZWIAK
	I know you don't like me much, Stan, but
	please talk to Mary.  She of all people
	should know this is a dangerous thing
	she's doing.

INT. OFFICE - DAY

Joel works over his light box.  His phone rings.

		JOEL
	Hi, it's Joel.

		CLEMENTINE'S VOICE
	Hey, lover.  Whatcha doing?

		JOEL
	I'm just, y'know, passing the time best I
	can till I can see you.

		CLEMENTINE'S VOICE
	God, I can't believe I ever hated you.

		JOEL
	You must have been crazy.

		CLEMENTINE'S VOICE
	Guess what I'm wearing.

		JOEL
	I don't know.  Panties and --

		CLEMENTINE'S VOICE
	Your dried cum.

		JOEL
	Jesus.

		CLEMENTINE
	You're still excited by my irreverence.
	You haven't yet started to think of it as
	my "gratuitous need to shock."

		JOEL
	I can't stop thinking about you.

		CLEMENTINE
	Yay.  Meet me after work by the old mill.

		JOEL
	What old mill?  Is that somewhere we --

		CLEMENTINE
	I just wanted to say that.  Come by my
	house.

INT. MARY'S APARTMENT - DAY

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

		MARY
	Oh.

		STAN
	Hi.

		MARY
	What do you want, Stan?

		STAN
	Can I... I brought some --

She steps aside for Stan to enter.  He does, looks around,
sees the tapes and the stuffed envelopes on the floor.

		STAN (CONT'D)
	What's this?

		MARY
	Nothing.

		STAN
	I know what it is.

		MARY
	Then why did you ask me?

		STAN
	I don't know.  I just -- there are a lot
	of really confused people showing up at
	the office.

		MARY
	They have a right to know.  Howard is a
	thief.  He steals the truth.
		(suddenly weeping)
	I can't remember my baby!  I can't
	remember my baby.  It existed and I can't
	even remember.  Do you understand that?

Stan doesn't know what to say.  He stands there dumbly.  Mary
slumps into a ball on a chair.

		STAN
	Mary, people come to him voluntarily.

		MARY
	I won't allow it.  Those who cannot
	remember the past are condemned to repeat
	it.  What do you think of that?  That's
	from my quote book.

		STAN
	The office is filled with people who want
	their memories re-erased.

		MARY
		(hysterically)
	Remember the Alamo!  Remember the Alamo!

		STAN
	Mary... please.  This is hurting people.

Long pause, then:

		MARY
		(small)
	I don't want to hurt people.
		(breaking down)
	But these things happened!  All these
	little sadnesses, the big ones.  What if
	no one remembers?  What does that do to
	the world?
		(beat, quietly)
	Someone has to remember, Stan.

They look at each other.

EXT. PARK - AFTERNOON

Vague elliptical images of a young girl on a swig.

		SAD WOMAN'S VOICE
	I was by myself in the park because my
	friend Davia was sick that day.  I was on
	a swing.  There was this smiling man
	walking a little bushy dog --

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

		SAD WOMAN'S VOICE (CONT'D)
	The man said something like, "He's
	friendly --"

Vague shot of the man, his voice overlapping with the
woman's.

		SAD WOMAN'S VOICE (CONT'D)
	"-- he won't bite."

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

Shot of the girl petting the dog.

		MAN
	Do you want to give him a biscuit?

The girl nods.

		MAN (CONT'D)
	They're in my car.  Why don't you --

		DISTRAUGHT WOMAN'S VOICE
	Excuse me?  Hello?

INT. LACUNA RECEPTION AREA - DAY

Mary, with a headset on, looks up, startled.  She switches
off the tape.  She has been crying.  There's a pile of tapes
next to her.  The distraught woman is standing there.

		MARY
	May I help you?

		DISTRAUGHT WOMAN
	I'm here for Dr. Mierzwiak.  My name is
	Helene Kernfeld.

		MARY
	Yes, please have a seat.  The doctor will
	be with you momentarily.

The woman sits.  Mary presses an intercom button.

		MARY (CONT'D)
	Howard, your 10:30.

She switches the tape back on.

		SAD WOMAN'S VOICE
	He took me to his car and ...

Vague shot of the girl being raped.

INT. COMMUTER TUBE - DAY

The old woman is staring off blankly, her giant manuscript in
her lap, as she travels over the New York skyline.  We move
into her eyes.

INT. VAGUE SPACE

Vague reenactments of memories intermingle in this undefined
space:

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

A soldier on a battlefield looking at his slaughtered
friends.

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

		MAN
	I...I... I... find you physically
	repulsive!  I can't even look at you!

They look at each other in silence.

A little boy being called "faggot" by an endless succession
of boys.

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

Mary having an abortion.

INT. COMMUTER TUBE - DAY

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

INT. WAITING ROOM - DAY

It's modern and well-appointed.  The old woman enters, sits
behind the reception desk, drops her manuscript into the
drawer.   She takes some pills with water.  An old man
enters.

		OLD MAN
	How are you today, Mary?

		OLD WOMAN (MARY)
	Let's see... Still dying, Howard.

		OLD MAN (HOWARD)
	You don't have to jump down my throat.  I
	was trying to be nice.

		OLD WOMAN (MARY)
	Well, don't try.  It's unbecoming on you.

Old Howard mutters something and disappears into the back.
Old Mary pulls out a file from behind, removes a small disc,
places it in a machine on her desk, slips on earphones and
listens, somewhat wearily but attentively.  We watch the
color drain from her face, but don't hear the recording.
Another old woman enters the office.  Old Mary looks up,
seems a bit startled, conceals it, turns off the tape.

		OLD WOMAN (MARY) (CONT'D)
	May I help you?

		SECOND OLD WOMAN
	I'd like to make an appointment.

		OLD WOMAN (MARY)
	I think the doctor is free this morning.
	He can probably take you right away for
	an initial consultation.

The second old woman smiles gratefully.

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

Old Howard works at his desk.  Old Mary enters with the
second old woman.

		OLD WOMAN (MARY)
	Dr. Mierzwiak, this is Clementine
	Kruczynski.  She'd like to talk to you.

Old Howard and the old Mary eye each other.

		OLD MAN (HOWARD)
	Hello, Ms. Kruczynski.  Nice to meet you.
	Please have a seat.

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

		OLD MAN (HOWARD) (CONT'D)
	Would you mind if I tape our discussion?

She shakes her hear.  He punches a couple of buttons on his
computer console.  A tape recorder starts up and his computer
screen lights up so only he can see it.  On it we see a whole
file on Clementine Kruczynski: a list of fifteen dates of
previous erasures stretching back fifty years, all of them
involving Joel Barish.

		OLD MAN (HOWARD) (CONT'D)
	So, why don't you begin by telling me why
	you've come here.

		SECOND OLD WOMAN (CLEMENTINE)
	Well, I met this man, Joel, three years
	ago at a senior dance...  We'd both been
	alone for so long and...

INT. TUBE - NIGHT

The old woman (Mary) travels in the commuter tube over
Manhattan.  It's late, the tube is mostly empty.  She has
earphones on.

		SECOND OLD WOMAN (CLEMENTINE) (V.O.)
	I remember Joel and I were having
	breakfast --

INT. VAGUE SPACE

An old man and the second old woman eat breakfast.

		SECOND OLD WOMAN (CLEMENTINE) (V.O.)
	-- I said something like we should go
	upstate and see the leaves change...

The old man looks up from his cereal and stares blankly.  The
woman smiles, but there is no response... just a dead stare.

		SECOND OLD WOMAN (CLEMENTINE) (V.O.)
		(CONT'D)
	He just stared at me as if I didn't
	exist.  As if I had never existed...

INT. TUBE - CONTINUOUS

The second old woman's (Clementine) voice drones tinnily on
in the distance.  The old woman with the earphones is dead,
her eyes glassy and unseeing.

		SECOND OLD WOMAN (CLEMENTINE) (V.O.)
	-- his eyes used to be so filled with
	love.  But it was gone.  How can I go
	back to being alone after seeing love?  I
	was alone for so long.  What had I done
	with my life?  I was alone so long.

INT. SECOND OLD WOMAN'S APARTMENT - NIGHT

The old Clementine is unconscious on her bed, hooked up to
modern versions of the erasing machines.  Two young
technicians monitor the equipment.  The woman's bedside phone
rings.  Her machine picks up.  After a moment:

		OLD MAN'S VOICE
	Hi, it's Joel.  What's going on, Clem?
	Why won't you call me back?  Please call
	me.  We need to speak.

The machine clicks off.  One of the technicians reaches over
and presses the "erase" button on the machine.

BLACK.

THE END