"ETERNAL SUNSHINE OF THE SPOTLESS MIND"

                                      Screenplay by

                                     Charlie Kaufman

                                   Based on a story by

                     Charlie Kaufman, Michel Gondry & Pierre Bismuth 

                

               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
                              (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
                              (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 guiltily)
                         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
                         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
                         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 him?

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

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

                                     CLEMENTINE
                         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
                         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
                         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
                         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 not 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
                         It doesn't reveal anything. Nice is 
                         pandering. Cowardly. And life is 
                         more interesting than that. Or should 
                         be. Jesus God, I hope it is... 
                         someday.
                              (to conductor)
                         I know it's here.

               The conductor and Joel watch as she gets more agitated.

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

                                     JOEL
                         Okay.

                                     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
                         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
                         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
                         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
                         Two blue ruins...

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

                                     CLEMENTINE
                         You like that?

                                     JOEL
                         Very much.

                                     CLEMENTINE
                         This... 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
                         Ready for another?

                                     JOEL
                         No, I'm okay for now.

               She heads toward the kitchen with her glass.

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

               Joel crosses to the CD's and studies them.

                                     JOEL
                         What do you want to hear?

                                     CLEMENTINE (O.S.)
                         You pick it.

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

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

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

                                     CLEMENTINE
                         Oh, excellent choice.

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

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

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

                                     JOEL
                         Well, I should probably get going.

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

                                     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
                         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
                         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
                         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
                         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? 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
                              (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
                         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
                         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
                         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
                              (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 a 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
                         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
                         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
                         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
                         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
                         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
                         -- 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
                         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
                         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
                         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
                         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
                         Anyhoo, sweetie, I done a bad thing.  
                         I kinda sorta wrecked your car...

                                     JOEL
                         I can't believe you wrecked my car. 
                         You're driving drunk. It's pathetic.

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

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

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

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

                                     CLEMENTINE
                         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
                         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
                         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
                         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
                         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
                         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
                         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
                         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
                         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
                         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
                         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
                         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
                         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
                         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
                         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
                         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
                              (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
                         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
                         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
                         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
                         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
                         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
                         I'm still stoned. Are you? Crap.

               She looks in the mirror.

                                     MARY
                              (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
                         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
                         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
                         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
                         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
                         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
                         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
                         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
                         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
                         ...Remember you bought me that little 
                         wind-up frog?

               A vague shot of a wind-up frog.

                                     MARY'S VOICE
                         And you said...

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

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

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

                                     MARY'S VOICE
                         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
                         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 and 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
                         Me, too.

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

                                     NAOMI
                         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
                         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
                         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
                         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
                         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
                         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
                         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
                         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
                         I wish we did. You married?

                                     JOEL
                         Um, no.

                                     CLEMENTINE
                         Let's move into this neighborhood.

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

                                     JOEL
                         I do sort of live with somebody 
                         though.

                                     CLEMENTINE
                         Oh.

               She walks to the next house, tries the door.

                                     CLEMENTINE
                         Male or female?

                                     JOEL
                         Female.

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

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

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

               Mary doesn't say anything. Silence.

                                     PATRICK
                         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
                         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
                         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 
                              elevator)
                         Thanks, Stan.

               She stops but doesn't turn to face him.

                                     MARY
                         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
                         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
                         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
                         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
                         You know my body like the back of 
                         your hand.

               She unbuttons her blouse.

                                     CLEMENTINE
                         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
                         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
                         The man said something like, "He's 
                         friendly --"

               Vague shot of the man, his voice overlapping with the woman's.

                                     SAD WOMAN'S VOICE
                         "-- 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
                         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
                         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
                         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
                         May I help you?

                                     SECOND OLD WOMAN
                         I'd like to make an appointment.

                                     OLD WOMAN
                         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
                         Dr. Mierzwiak, this is Clementine 
                         Kruczynski. She'd like to talk to 
                         you.

               Old Howard and the old Mary eye each other.

                                     OLD MAN
                         Hello, Ms. Kruczynski. Nice to meet 
                         you. Please have a seat.

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

                                     OLD MAN
                         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
                         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 (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 (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 (V.O.)
                         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 (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