INT. PUBLISHING HOUSE RECEPTION AREA - DAY It's grand and modern. Random House-Knopf-Taschen is etched on the wall in large gold letters. An old woman enters carrying a tattered manuscript, maybe a thousand pages. She seems haunted, hollow-eyed, sickly. The young receptionist, dressed in a shiny, stretchy one-piece pantsuit, looks up. RECEPTIONIST Oh, hi. OLD WOMAN (apologetically) Hi, I was in the neighborhood and thought I'd see -RECEPTIONIST I think he's in a conference. Unfortunately. I'm really sorry. OLD WOMAN Would you just try him? You never know. As long as I'm here. You never know. RECEPTIONIST Of course. Please have a seat. The old woman smiles and sits, the bulky manuscript on her lap. She stares politely straight ahead. RECEPTIONIST (CONT'D) (quietly into headset) It's her -- I know, but couldn't you just -- Yes, I know, but -- I know, but she's old and it would be a nice -- Yes, sorry. (to old woman) I'm sorry, ma'am, he's not in right now. It's a crazy time of year for us. The receptionist gestures toward a Christmas tree in the corner. Its ornaments are holograms. OLD WOMAN This book -- It's essential that people read it because -(gravely, patting the manuscript) -- It's the truth. And only I know it. RECEPTIONIST (nodding sympathetically) Maybe after the holidays then. INT. TILED HALLWAY - DAY The old woman carries her manuscript haltingly down a subway hall. She stops to catch her breath, then continues and passes several archway with letters printed above them. When she arrives at one topped by an LL, she slips a card in a slot. A plastic molded chair drops into the archway. She sits in the chair; it rises. INT. TUBE -DAY


The woman is still in the chair as it slips gracefully into a line of chairs shooting through a glass tube. The other chairs are peopled with commuters. We stay with the woman as she and the others travel over New York City in the tube. There are hundreds of these commuter tubes crisscrossing the skyline. The woman glances at the manuscript in her lap. It's called: Eternal Sunshine of the Spotless Mind This serves as the movie's opening title. The other credits follow, as the old woman studies commuters in passing tubes. Their faces are variously harsh and sad and lonely and blank. INT. WAITING ROOM - DAY SUBTITLED: FIFTY YEARS EARLIER Every doctor's office waiting room: chairs against the wall, magazines on end tables, a sad-looking potted plant, generic seascape paintings on the walls. The receptionist, Mary, 25, can be seen typing in the reception area. Behind her are shelves and shelves of medical files. The door opens and Clementine enters. She's in her early thirties, zaftig in a faux fur winter coat over an orange hooded sweatshirt. She's decidedly funky and has blue hair. Mary looks up. MARY May I help you? CLEMENTINE (approaching reception area) Yeah, hi, I have a one o'clock with Dr. Mierzwiak. Clementine Kruczynski. MARY Yes, please have a seat. with you. He'll be right

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. 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. She knocks on a closed door.



MIERZWIAK (CONT'D) (looking up) Mary... MARY (turning back) Yes? MIERZWIAK Order me a pastrami for after? MARY Cole slaw, ice tea? MIERZWIAK (nodding) Thanks. MARY Welcome, Howard. She smiles and heads down the hall. Stan, 30's, tall, spindly, and earnest in a lab coat pops out of a doorway. STAN Boo. MARY Hi. She glances back nervously at Mierzwiak's open door. STAN Barely seen you all morning, kiddo. He leans in to kiss her. off. She cranes her neck to keep him

MARY (reprimanding whisper) Stan... c'mon... Sorry. STAN I just --

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

MARY Anyway, I've got to do my tap dance here. She indicates the door to the reception area. STAN See you later, alligator. MARY 'kay. Stan nods.


STAN Hey, if you're ordering lunch for Mierzwiak, would you -MARY I better do this, Stan. Stan nods again and Mary opens the door to the waiting room. MARY (CONT'D) Ms. Kruczynski? CLEMENTINE (O.S.) Hi. After a moment, Clementine appears in the doorway. leads her down the hall, not looking back. MARY (professionally courteous) How are you today? CLEMENTINE Okay, I guess. MARY (at Mierzwiak's office) Here we are. Mierzwiak steps out from behind his desk. MIERZWIAK Ms. Kruczynski, please come in. Clementine enters the office. Mary smiles at Mierzwiak and closes the door, leaving them alone. INT. OFFICE - CONTINUOUS Mierzwiak directs Clementine to a chair next to a coffee table and a conspicuously placed box of tissues. Mierzwiak sits across from her. He smiles. MIERZWIAK How are you today? CLEMENTINE Okay, I guess. MIERZWIAK (nodding sympathetically) Well, why don't you tell me what's going on? Do you mind if I turn this on? He indicates a tape recorder. CLEMENTINE I don't care. He turns it on, smiles at her, gestures for her to begin. CLEMENTINE (CONT'D) Well, I've been having a bad time of it with um, my boyfriend, I guess. Mary


MIERZWIAK You guess he's your boyfriend? Or you guess you're having a bad time with hm? CLEMENTINE What? No. I don't like the term boyfriend. It's so gay. Mierzwiak nods. throughout. He's attentive, pleasant, and neutral

CLEMENTINE (CONT'D) Maybe gay isn't the right word. But, anyway, it's been rough with him... whatever the fuck he is. Heheh. My significant other... heh heh. And I guess on a certain level, I want to break it off, but I feel... y'know... it's like this constant questioning and re questioning. Do I end it? Should I give it more time? I'm not happy, but what do I expect? Relationships require work. You know the drill. The thing that I keep coming back to is, I'm not getting any younger, I want to have a baby... at some point... maybe... right? So then I think I should settle -- which is not necessarily the best word -- I mean, he's a good guy. It's not really settling. Then I think maybe I'm just a victim of movies, y'know? That I have some completely unrealistic notion of what a relationship can be. But then I think, no, this is what I really want, so I should allow myself the freedom to go out and fucking find it. You know? Agreed? But then I think he is a good guy and... It's complicated. Y'know? MIERZWIAK I think I know. I think we can help. Why don't you start by telling me about your relationship. Everything you can think of. Everything about him. Everything about you. And we'll take it from there. She nods, thinks. CLEMENTINE Um, well, he's a fucking tidy one -EXT. COMMUTER TRAIN STATION SUBTITLE: TWO WEEKS LATER The platform is crowded with business commuters. Joel is among them. He is in his 30's, gaunt, and holding a briefcase. The platform across the tracks from him is empty. Suddenly he turns and makes his way through the crowd. He climbs the stairs, crosses the overpass to the empty platform. Soon an almost empty train pulls up to that platform. Joel gets on and watches the business commuters through the dirty window as his train pulls out of the

(thinks some more) The sky is gray. then as she nears. but off-season empty. I think. Nothing changes. opens it and writes with a gloved hand.) (CONT'D) If I'm constitutionally incapable of making eye-contact with a woman I don't know. She stands out against the gray in a fluorescent orange hooded sweatshirt. 2006. It was weird to fall into our old familiar sex life so easily.DAY It's a local tourist place. I saw Naomi last night. INT. I guess I'd better get back to Naomi. with his briefcase. walking in his direction. he goes back to his writing. MONTAUK TRAIN STATION . Once she passed. Cindy. BEACH . Later: Joel looks out at the ocean. station. JOEL Hi. I'm not feeling well this morning. She stops and stares out at the ocean. Joel. (thinks some more) I don't know what else to say. He watches her for a bit. He has no other thoughts. He glances up. EXT. (thinks) It's cold. he watches her walk away. Joel writes. Nothing happens. Later: Joel sits on a rock and pulls out a notebook. No. The wind howls around him. JOEL (V. Joel sits in a booth and eats a grilled cheese sandwich and a bowl of He He tries . Like no time has passed. After two years apart suddenly we're talking about getting together again. They nod at each other. but I've been vomiting. empty beach.7. He peeks cautiously in a dark window. Food poisoning. DINER . Today I skipped work and took the train out to Montauk. or at least pretends to. Later: Joel digs into the sand with a stick. EXT. Listen.LATER Joel talks on a phone. He passes an old man with a metal detector. We had sex. I guess that's good.DAY Joel wanders the windy. Later: Joel walks up near the beach houses closed for the season.O. Sorry it took me so long to call in. It's Clementine. spots a female figure in the distance. JOEL January 13th. to shield the mouthpiece as he talks.

She waves. Clementine pulls a book from her purse and starts to read. playing as if they're old friends. It's blue. She takes a seat on a bench far down the platform. An elderly couple drink coffee at the counter. After a moment the door . takes off her hood. He can't read the title. EXT. CLEMENTINE You've saved my life! The waitress pours the coffee. INT. Joel glances sideways at her then back at the ocean. Far down the beach Clementine stares at it. too. He waves back. Clementine looks around the place. Clementine fishes in her bag.DAY Joel stares out at the ocean.LATE AFTERNOON Joel sits on the bench waiting for a train. WAITRESS We're having a run on it. then down at his journal. The waitress heads to the grill. Clementine enters the platform. embarrassed. CLEMENTINE (calling) And some cream. The waitress approaches her with a coffee pot. then brings the cup back up.8. BEACH . Joel stares at his hands. Joel glances at her bright blue hair.A BIT LATER Joel sits at the far end of the empty car and watches the slowly passing desolate terrain. pours something in. TRAIN . The waitress is not amused. Clementine enters. please. WAITRESS Coffee? God. He looks embarrassed. pulls out his journal and tries to write in order to conceal his awkwardness. Her eyes meet Joel's before he is able to look away. yes. tomato soup. sees Joel. the only other person there. Joel glances up. She smiles vaguely. looks around. brings the coffee cup under the table for a moment. Joel studies her discreetly. She picks an empty booth and sits. tries to see the cover. sort of goofily enthusiastic. EXT. MONTAUK TRAIN STATION PLATFORM . CLEMENTINE (CONT'D) You got grilled cheese and tomato soup? Yeah. WAITRESS You know what you want yet? CLEMENTINE (laughing) Ain't that the question of the century.

I don't know. She settles on a seat at the opposite end of the car. c'mon. CLEMENTINE Aw... Finally: CLEMENTINE (calling over the rumble) Hi! Joel looks over. I mean. JOEL No. so. Anyway. JOEL No. (pause) But I don't want to bug you if you're trying to write or something. Not that I don't need to scream sometimes. I can't really think of much to say probably. Oh. The train is picking up speed. looks back where she came from. Joel looks out the window. . Joel looks up. CLEMENTINE It's okay if I sit closer? So I don't have to scream. live dangerously.. she busies herself deciding where to sit. I didn't know if you were talking to me. JOEL Sorry.. I didn't want to assume. CLEMENTINE So. Hi. CLEMENTINE Really? JOEL (embarrassed) Well. between cars opens and Clementine enters. believe me. CLEMENTINE Why? JOEL Why what? CLEMENTINE Why are you sorry? I just said hi.9. She hesitates in the middle of the car. Clementine makes her way down the aisle towards Joel. Clementine is not looking at him. She looks around the empty car. Take the leap and assume someone is talking to you in an otherwise empty car. He feels her watching him. JOEL I'm sorry.

JOEL Rockville Center. I thought that earlier in the diner.10. like. JOEL I don't have one. God. I hide in the back as much as is humanly possible. that's me: book slave there for. You work at Borders.because I go there all the time. of course. really? You're kidding. right? CLEMENTINE Ucch. CLEMENTINE Just. I'm there. Bizarre small world. I'll call in dead. That's why I was looking at you. that's why I was pretty . CLEMENTINE I'll go on the dole. Like my daddy JOEL I noticed your hair. I mean. huh? Yeah. (sits across aisle from Joel) How far are you going? On the train. to chat a little. Get out! CLEMENTINE Me too! What are the odds? JOEL The weirder part is I think actually I recognize you. I didn't mean to -CLEMENTINE No. before me. it's okay if you want to sit down here. JOEL -. maybe. Really? JOEL Because -I gotta quit CLEMENTINE Jesus. really. I CLEMENTINE Well. JOEL I mean. I guess it made an impression on me. I don't want to bug you if you're trying to -JOEL It's okay. don't think I ever saw you before. is it five years? right now. You have a cell phone? I need to quit right this minute. you know. five years now. I have a long trip ahead of me.

Yellow Fever. coming up with those names. studies it) Blue.11. Yeah. color. How do you get a job like that? That's what I'll do. the hair. Green Revolution. huh? JOEL I like it. (excited) Agent Orange! I came up with that one. Pink Eraser. right? It's called Blue Ruin. CLEMENTINE My writing career! Your hair written by Clementine Kruczynski. CLEMENTINE Anyway. Red Menace. That'd be a job. 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. JOEL I don't really know how -CLEMENTINE Purple Haze. sure I recognized you. You sure? JOEL That doesn't sound -- . CLEMENTINE Ah. (thought) The Tom Waits album is Rain Dogs. CLEMENTINE Blue ruin is cheap gin in case you were wondering. Anyway. JOEL Tom Waits says it in -CLEMENTINE Tom Waits. Snappy name. this company makes a whole line of colors with equally snappy names. Which song? The Exactly! JOEL I can't remember. Fuck the dole. JOEL I'm sure you would. (pulls a strand in front of her eyes. there are endless color possibilities and I'd be great at it.

CLEMENTINE No jokes about my name? Oh. means "merciful". More than once.12. are you nuts? JOEL I'm nut nuts. you wouldn't do that. you're trying to be nice. you don't know me. oh my darlin'. I doubt that's the case. JOEL I don't know any jokes about your name. I'm getting too old for this. so. do you? Sorry. oh my darlin' Clementine? No? JOEL Sorry. CLEMENTINE (CONT'D) My name's Clementine. I got it. Although it hardly fits. by the way. truth be told. CLEMENTINE Yeah. I'm a vindictive little bitch. . I've tried all their colors.. CLEMENTINE Huckleberry Hound! What. JOEL I was just trying to be nice. Anyway. CLEMENTINE I think. CLEMENTINE (singing) Oh my darlin'. CLEMENTINE Well. though. You? JOEL Oh. JOEL I'm Joel. There's a silence. I wouldn't think that about you. CLEMENTINE Huckleberry Hound? JOEL I don't know what that means. I apply my personality in a paste. But it keeps me from having to develop an actual personality. It's a pretty name. right? It CLEMENTINE (impressed) Yeah.. JOEL See. you don't know.

. anyway.. besides an adjective? I guess it can be an adverb. I don't need myself to be it and I don't need anyone else to be it at me. anyway? I mean.. sort of. Shit. Hold on. (to conductor) I know it's here.. CLEMENTINE I just don't think "nice" is a particularly interesting thing to be.. The conductor turns to Clementine. JOEL Okay.. I know it's here. You seemed nice. JOEL Well. Cowardly.. someday. CLEMENTINE (pissy) Why wouldn't you think that about me? JOEL Oh. Nice is pandering. CLEMENTINE (CONT'D) It doesn't reveal anything. mumpish. The conductor punches CLEMENTINE What is nice. CLEMENTINE Shit. Or should be. it and hands it back. CLEMENTINE (CONT'D) I don't need nice. She dumps the contents of the bag onto the seat and sifts frantically through. Jesus God. I hope it is. CLEMENTINE (CONT'D) And life is more interesting than that. The conductor and Joel watch as she gets more agitated. Joel hands the conductor his ticket. The conductor enters the car. Sorry.13.. I don't know. I was just.. I don't know. so -CLEMENTINE Now I'm nice? Don't you know any other adjectives? There's careless and snotty and overbearing and argumentative. Joel sees the book she was reading in . CONDUCTOR Tickets. I was.. She fishes in her bag. They sit in silence for a while.

smiles sweetly. JOEL That's okay. Clementine shoves stuff back into her purse. DAMN IT! (there it is) Oh. JOEL (pulling journal from briefcase) Probably see you at the book store. hands it back to her. But right now I'm glad you said. The doors close. CLEMENTINE (stares out window) My embarrassing admission is I really like that you're nice. JOEL It's no problem. Nobody gets on. (stands. CONDUCTOR Next stop Southampton. CLEMENTINE (CONT'D) Damn it. okay. The train pulls into the station. I'll just..14. Joel? Yes? CLEMENTINE I'm sorry I. CLEMENTINE It's Joel. Here.. sure. Was it yelling? I can't really tell. I'm a little out of sorts today. the diner. then. The conductor heads into the next car. and downs it. Well. The train pulls out.. yelled at you. She hands the conductor the tickets. She looks out the window for a while. Right now. Anyway. That was nice of you. She pulls a airline-sized bottle of alcohol from her pocket. and walks away. CLEMENTINE (heading toward other end of car) Unless I get that hair-color-naming job. I have some stuff I need to -CLEMENTINE Oh.. "that's okay" to me. Whatever. opens it. punches it. anyway. throws bag over shoulder) Take care. right? JOEL He . The doors open. I can't tell from one moment to the next what I'm going to like. Her hands are a little shaky. It's The Play by Stephen Dixon. Joel is watching all of this but pretending not to.

I don't need that. right? JOEL Well. CLEMENTINE I don't want to take you out of your way.15. TRAIN STATION . Clementine sits and stares out the window. Joel stares out the window.EVENING The doors open and Joel emerges along with others.LATER There are a few more people in the car now. CAR . He passes Clementine walking.LATER It's dark out. He considers. arrives at the car. TRAIN . I probably wouldn't say if I were. He heads to the parking lot. Hi. EXT. I've been told I'm highly stalkable. that's okay. Clementine has inched a few seats closer to Joel. They drive. Clementine sits closer still to Joel. CLEMENTINE No.MOMENTS LATER Joel drives. INT. CLEMENTINE You can't be too careful. Thanks. JOEL I'm not a stalker. She looks cold. JOEL You're sure? It's cold. She climbs in. His head is immersed in his journal. There's a big dented scrape along the driver's side. but no. The train is pretty crowded. rolls down his window. though. JOEL It's okay. JOEL Where do you live? CLEMENTINE You're not a stalker or anything. slows. She watches him. INT. TRAIN . CLEMENTINE Yeah? He pulls over. JOEL I could give you a ride if you need. He gets in. eyes him. CLEMENTINE (beat) . I've been stalked. INT.

your hat" makes me cry. (pointing to a house) Me. by the way. Yeah? well.. But -- CLEMENTINE The song's 9th and Hennepin. JOEL It's okay.. Joel turns. CLEMENTINE It is Rain Dogs. There's a silence. shit. CLEMENTINE (CONT'D) "I sleep in . CLEMENTINE (CONT'D) Look... Joel pulls over. You know Wilmont? JOEL Yeah. I'm not really. um. "Till you're full of rag water and bitters and blue ruin/And you spill out/Over the side to anyone who'll listen. I'm so stupid." Remember? JOEL Sort of. Wilmont." (starts to cry) Oh. CLEMENTINE Near the high school. CLEMENTINE So you like bookstores.16. I didn't think you were. Sorry. JOEL I can't remember that album very I remember liking it. I'm very sorry I came off sort of nutso. 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. I spent most of the train ride trying to remember. They drive in silence. Me too. huh? JOEL I like to read. JOEL What? CLEMENTINE I'm just a bit of a wreck.

CLEMENTINE This.. That was very nice of JOEL Well.. too. and listen to my crickets and. Joel is looking at a framed black and white photograph of crows flying. preparing drinks and chatting. do you want to have a drink? lots of drinks. I wouldn't want to be -CLEMENTINE Oh.. told you that. Clementine is in the kitchen.A FEW MINUTES LATER Joel stands in the living room. And the landlord's sweet. Joel. someone gave that to me. too.. and I have a little porch in the back. We see her as she passes by the doorway several times. which is great.. He tries to calm himself by focusing on the surroundings. He looks at the books on her shelves. CLEMENTINE (CONT'D) Two blue ruins. I'm full of shit.. because I can read there. just like. which is bizarre. Thanks very much. Been here about four years. CLEMENTINE Thanks. but great. that was stupid. And I could -JOEL Um -CLEMENTINE Never mind. I like . somewhat nervously. geez. I like it. Clementine opens the car door. CLEMENTINE (turning back) Hey. It's really cheap. Good night. recently. Clementine is in the living room now with two gin and tonics. I like it. CLEMENTINE'S APARTMENT . embarrassed. I'm I already I have INT. See Ya. Sorry. My downstairs neighbor is old so she's quiet. you. JOEL Take care. which is great. CLEMENTINE (CONT'D) You like that? JOEL Very much. (pause) Anyway.17.

Take .18. JOEL That was good. Maybe because it is grade school. Y'know? JOEL It's pretty. When I went we called it elementary school. (takes it off the wall. CLEMENTINE God. a Robert Frost lover by any stretch. Oh. CLEMENTINE I miss grade school. Thanks. I'd like to be from then. JOEL I'm fine. there's an inscription on the back. Clementine giggles and takes a big gulp of her drink. But this made me cry for some reason. anyway. that crow sound. Yeah? CLEMENTINE Well. that feels so fucking good. CLEMENTINE Me neither. Joel sips. I don't know why I'm calling it grade school all of a sudden. But I like grade school better. She caws and hands Joel a drink. Everyone wore hats. Sounds like something someone from the forties would call it. She plops down on the couch and pulls her boots off. like. I think I used to be a crow. They click glasses. yours off. CLEMENTINE Do you believe in that stuff? Reincarnation? JOEL I don't know. Anyway. have a seat. JOEL Frost? CLEMENTINE (impressed) Yeah. crows. I'm not. His stuff seems strictly grade school to me. cheers! JOEL Cheers. 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.

I should probably get going. She grabs Joel's drink from his hand. . The music is dreamy and haunting and slow. Clementine finishes CLEMENTINE (CONT'D) Ready for another? JOEL No. which seems fine to Clementine but makes Joel anxious. He picks up Bang On a Can performing Brian Eno's Music for Airports to look at. her drink. Joel sits in a chair across the room.) I don't know! I can't see them from here. excellent choice. I'm okay for now. JOEL What do you want to hear? CLEMENTINE (O.19. I -CLEMENTINE I know a man who needs a refill.S. Mmmmmmm. JOEL Well. Just for a little while. Put some music on. CLEMENTINE Well.) You pick it. CLEMENTINE No. takes it into the kitchen. closes her eyes and sips her drink. JOEL You just say. She heads toward the kitchen with her glass. Joel. There's a silence. CLEMENTINE (CONT'D) Oh. (opens her eyes.S. Clementine reenters with her drink. Joel studies the unfamiliar CD's. She grabs it and sticks it in the CD player. CLEMENTINE (CONT'D) Way to go. brightly) Refill? JOEL No. I'm ready. I'm not really -CLEMENTINE (O. Joel! Just pick something good. good. Joel crosses to the CD's and studies them. stay. Clementine falls back onto the couch. You pick Joel sits down in his chair and drinks.

Joel looks a little alarmed. okay. smiles drunkenly at him. young man. She sits back on the couch. but how many times do I think something and it doesn't happen? That's what you're saying. I don't know. Joel watches her. CLEMENTINE Exactly. Jesus. you think something and then it happens. CLEMENTINE Me neither.) (CONT'D) God bless alcohol. It's hard to know. looks at her breasts. right? You forget about those times. I guess. I don't know. Joel looks around the room again. She should know. a housewife potato. Oh. I'm sort of psychic.S. a schoolteacher potato. or you think a word and then someone says it? Y'know? JOEL Yeah. Like. so. Do you believe in that stuff? JOEL I don't know. Exactly! That's exactly my feeling about it. She opens her eyes. and Joseph. CLEMENTINE (CONT'D) I'm just kidding. She giggles. Mary. CLEMENTINE Drink up. Maybe that's just coincidence. It's hard to know. Right? Y'know. But sometimes I have premonitions. is what I say. . It'll make the whole seduction part less repugnant. maybe I don't want to think about that. Clementine returns with Joel's drink and a refill for herself. CLEMENTINE (CONT'D) (O. C'mon. JOEL Yeah? CLEMENTINE Well.20. Where would I be without it. a stripper potato. There are several potatoes dressed as women in beautiful handmade costumes: a nurse potato. I go to a psychic and she's always telling me I'm psychic. JOEL Thanks. CLEMENTINE (CONT'D) Y'know. Right? JOEL Yeah. closes her eyes.

That's the thing about my psychic thing. I'm sorry I yelled at you before about it. My problem is I never trust it. that I get a sense about people. but can't. But I get it. CLEMENTINE Oh. y'know? Taking advantage of every possibility? Just making sure that I'm not wasting one second of the little time I have.21. JOEL I do have a tendency to use that word too much. I like to think I am. God. (considers this) Does that make you sad? Or anxious? I'm always anxious thinking I'm not living my life to the fullest.. I think that's my greatest psychic power. I can tell.. CLEMENTINE I like you. I'm an idiot. CLEMENTINE You're really nice. you sell yourself short. CLEMENTINE (dreamy beat) But I think I am. CLEMENTINE (ala Paul Simon) What's the goal. You're kind of closed mouthed. I can tell. She looks at him really hard for a long moment. And with you I get that you're a really good guy. can I tell you my goal? JOEL Yeah. aren't you? JOEL Sorry. JOEL Thanks. My life isn't that interesting. There's a lot of stuff going on in your brain. I go to work. He looks down at his drink. CLEMENTINE (CONT'D) It's helpful to think there's some order to things. My goal. Clementine starts to cry again. Joel tries to hold her gaze. anyway. CLEMENTINE And. Joel? (laughs) . I don't know what to say. I go home. JOEL I think about that.

because you stop listening to what is true. Y'know? You love someone -. And my feeling is that's how you die. Who knows what bigger cosmic reason might exist? JOEL Yeah. though. JOEL I think so. I didn't need any more reason to do it. You know? Yeah. You choose to do something with your life -.22. It's hard to -- CLEMENTINE Like I wanted to talk to you. huh? JOEL No. Kind of a goofball. Do you think I'm repulsively fat? JOEL No. I used to. 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. that's what you do. for the last week. You're nervous around me. But I'm through with that..that's it.that's it. and what is true is constantly changing. CLEMENTINE (CONT'D) (off his reaction) Well. which is flattering. is to just let it flow through me? Do you know what I mean? It's like. You don't need to be nervous around me. CLEMENTINE I don't either. Forever. I've been seeing this guy. My goal. Who wouldn't like that? And . Joel. (beat) So. not at all.. I like you. but he's really stuck on me. CLEMENTINE You're very nice. anyway! He's kind of a kid. You know? CLEMENTINE (CONT'D) With all the wrinkles and scars and the general falling apart that's coming 'round the bend. CLEMENTINE I'm nervous. if I don't love my body. I have to stop saying that. Y'know. It's a sign of maturity to stick with that and see things through. then I'm just lost. Joel looks slightly crestfallen. God.

but I was really disappointment to be there with him. JOEL That's scary sounding. CLEMENTINE Exactly! I used to do it in college and I had this urge to go do it again. but.a night picnic -night picnics are different -. We like the same writers. it just isn't right with him.. But right now I should go. JOEL I have to get up early in the morning tomorrow. He's the one who gave me that crow photograph. CLEMENTINE (pause) You should stay. Y'know? And that's where psychic stuff comes in. so. because I had this urge to lie on my back on the Charles River. he says so many great things. CLEMENTINE That made me cry. like. Joel. out of nowhere.. It gets frozen this time of year. .. great! She sits closer to him. This writer Stephen Dixon he turned me on to. But. so I got Patrick and we drove all night to get there and he was sweet and said nice things to me. you should come up to the Charles with me sometime.23. Like.and -JOEL (shy) Sounds good. It's fucked up. yeah. we went up to Boston. JOEL Okay. but he says these smart and moving things sometimes. he's. JOEL Oh.. a dope. Yeah? CLEMENTINE Oh. anyway. And he's cute. Y'know? JOEL I think so. CLEMENTINE (CONT'D) I'll pack a picnic -. that just break my heart. CLEMENTINE I don't believe in that soulmate crap anymore.

then forces himself to speak. INT. She tears up. JOEL Okay. JOEL (CONT'D) (shyly formal) So. CLEMENTINE (beat) Okay.NIGHT Joel speeds through the suburban Rockville Center neighborhood. He puts it in his pocket. CLEMENTINE When? JOEL Tomorrow? CLEMENTINE Tonight. There is no snow on the ground. We stay with Clementine as she watches Joel tromping through the snow and getting in his car. She scribbles her phone number. He stands there uncomfortably for a moment. CLEMENTINE (CONT'D) I would like you to call me. a pretty topping. Joel puts on his overcoat. hands it to him. pulls out a notepad. surprised and pleased and nervous.. Just to test out the phone lines and all. EXT. and kisses him on the cheek. Clementine heads to the phone table. JOEL'S CAR .CONTINUOUS . CLEMENTINE You'll call me. I enjoyed meeting you. JOEL Yes. somehow foggy and disoriented. swallows.24. JOEL'S APARTMENT BUILDING . JOEL (CONT'D) I don't think your personality comes out of a tube. I think the hair is just. Would you do that? I would like that. He seems different. SUBTITLE: THREE DAYS EARLIER He's He arrives at his apartment building and parks.. right? JOEL Yeah.

Joel pulls away from the window. Clementine. Fuck her. almost as if it is drying out. So casual. The colors bleach. takes a small vial from his . He hurries inside the building. Secondly. the scene starts to change.25. JOEL It was snowing. his emotional intensity becoming diffused. it happened. There are two dark figures inside. As he does. Joel does not seem aware of this. VOICE-OVER I'm like a joke to them. It's snowing in large flakes which seem to fall only in the beam of a streetlight. Joel squints to see inside the van. Those who do not remember history are condemned to repeat it. The figure in the driver seat rolls down his window and gives a cheery wave to Joel. I have to rid myself of this. He paces. First of all. Maybe I just need to learn to live with this. the surroundings become slightly vague. dumps his overcoat on a chair. Joel gets out of his car. his face blanched. friendly. Even Joel's persona and voice-over seem to alter.NIGHT Joel enters. mulling things over. Couldn't make them out. She did it to me. JOEL I might be making a mistake. INT. But I don't care. crosses to look furtively out the window. VOICE-OVER Maybe I'm making a mistake. turns off the lights. VOICE-OVER There are two of them. JOEL The driver waved. VOICE-OVER I guess they figure they can act like they want. The orange glow of a cigarette. I'll get over it. Two dark figures talk. JOEL'S APARTMENT . JOEL Fuck you. He stops pacing. They don't have to worry about me remembering. Who said that? Churchill? I'm not sure. One sucks on a cigarette and s dim orange light momentarily illuminates the interior. VOICE-OVER Them. spots a van parked across the street.

Clementine. dials the phone.. He sits on the edge of the bed. By now the scene is lifeless. takes off his clothes. If you think you have reached this recording in error JOEL (CONT'D) Bye. JOEL (CONT'D) Fuck. It had some letters and numbers on it. JOEL (CONT'D) We're sorry. the number you have dialed is no longer in service. There's some illegible initials stamped on it. JOEL (CONT'D) It's them. He fingers the vial with the pink pill in it as he watches He closes his eyes. He hears the apartment building door open. AL 1718? (beat) I have to follow through with this. . (beat) Screw you. peeks out the window again. I remember. Four digits. He swallows it. for doing this . RECORDED VOICE We're sorry. It's pink. He hears a key in his apartment door.26. the number you have dialed. almost a husk.. He looks at it. I have no choice. I have no choice. It's a jarring transition. dumps the lone pill onto his palm. JOEL (CONT'D) Pink. (beat) There was a number on it. Joel is in the midst of some traumatic state of mind. pocket. What were they? AL 1718? AL something.NIGHT Joel sits in the bookstore coffee shop. I don't like taking pills when I don't know what they are. VOICE-OVER The pill was pink. VOICE-OVER It's too late... INT. Joel hangs up and lies on his back on the bed. He hears footsteps. visually and emotionally. BLACK. I remember. BOOKSTORE . slips into a pair of pajamas fresh from the store packaging. His eyelids are getting heavy.

the scene starts to dry out. VOICE-OVER Maybe if I just explain what happened. I'll tell you everything about our time together. a skinny young man approaches Clementine. JOEL Clementine. but I have to study.. neighborhood. She turns. what we meant to each other. VOICE-OVER That's your look for me. Joel rises and heads toward Clementine. Right before Joel gets there. CLEMENTINE You were not. The bookstore start to lose its color and immediacy. As he stands there. PATRICK I want to. sees who it is and her face lights up. I should just maybe talk to her. Clementine giggles. He glances over at Joel. I was in the . PATRICK I just thought I'd say hi. as if they are just reciting lines.. The young man seems out of breath. Patrick. annoyed. stands and pokes Patrick playfully in the ribs. then taps Clementine on the shoulder. Clementine and Patrick continue their flirtation but it's turning lifeless.. JOEL I love you and if you knew that. Clementine stack books on shelves. CLEMENTINE Come over after I'm done here? I can't. I'll explain everything. Joel stops. now. Joel is mesmerized by their familiarity.. PATRICK I was not. if I told you what happened...27. You'll know everything again and. 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.. Her hair is bright orange JOEL I should maybe talk to you. VOICE-OVER Clementine.. watches.

I love her so much. They'll be there soon. INT. it's 9:30) Oh. Test tomorrow. What a fuck! What a fucking monster she is! VOICE-OVER Oh. The intensity is back. CLEMENTINE You rat. PATRICK It's so cool. JOEL What's happening here? (looks at watch.28. JOEL'S CAR . Joel turns to leave.DAY Joel trudges along carrying two big trash bags full of stuff. and gets out of the car. as he realizes the world around him is looking increasingly odd. but tonight's important. What a fucking monster she is! The scene is faded as he parks in front of his apartment building. JOEL Them. weeping as he drives. NEW YORK STREET . I can't believe she's with that guy now! I'm never going to see her again.NIGHT Joel drives fast. God! I have to go home. I miss her. Joel spots the parked van. but it's dried out now. PATRICK I really want to. God. Joel seems dazed. JOEL How could she have done this to me? could anyone do this to anyone? How CLEMENTINE (to Patrick) You didn't say anything about my hair. You're by far the most sensational person in the room. We've seen this before. He's JOEL Gotta get home. EXT. How could she do this to me? How could she not care about what we meant to each other. in some sort of dream confusion. CLEMENTINE In the room? PATRICK In the world. recklessly. .

MARY (not looking back) How are you today? (at lab) Here we are. Mary. Barish. Barish. JOEL How exactly is this going to work tonight? As Mierzwiak talks. the procedure itself . This is Stan. He turns back to the New York Street and spots the address he was looking for: 610 11th Avenue. WAITING ROOM . the room colors start to fade. He'll be in charge of your procedure tonight. Mr. A woman across him cradles a box full of belongings in her lap. Mierzwiak stands there with Stan in his lab Good. got your stuff. coat. you've MIERZWIAK Ah. INT.DAY Joel walks with his bags behind Mary. HALLWAY . it starts its degradation process -. Like a dream upon waking. Mierzwiak's tone of voice is also affected.DAY Joel enters. pokes her through her window into the waiting room. Her are red from crying. INT. Mr.By the time you wake up in the morning.29. Stan nods professionally. all memories we've targeted will have withered and disappeared. STAN Mr. MIERZWIAK We'll start with your most recent memories and go backwards -. JOEL Is there any sort of risk of brain damage? MIERZWIAK Well. technically. He looks behind him and finds himself looking out the window of his apartment at the dark van on the snowy street. INT. Barish. it becomes dry and monotonous. MARY Hello again. the receptionist. He's been crying.There is an emotional core to each of our memories -As we eradicate this core. LABORATORY .DAY Joel from eyes head sits in the small room with his bags.

is brain damage. Joel looks at the cup. do me a favor -Joel is watching Stan. Nothing you'll miss. JOEL But you're tracing and erasing now. he gets it. we have some work to do. continues. MIERZWIAK Yes. I'm home in my bed. Stan is not speaking. but on a par with a night of heavy drinking. It's already started. STAN Very good.30. yet his voice . I suppose you are. STAN'S VOICE Patrick. That way you won't be confused later by their unexplainable presence in your home. The machines record his reaction. JOEL It's happening now! brain. Joel looks quizzically at the eroding environment. studies it. Stan pulls out a potato dressed as a Vegas showgirl. The equipment registers Joel's reaction. Good.If we want the procedure underway tonight. Tonight while you sleep we'll be able to trace the map and erase. (back in his faded memory persona) So. and Mierzwiak are now vague and wispy. Stan pulls a snow globe from one of Joel's bags. Stan. Stan pulls out a coffee mug with a photo of Clementine printed on it. Joel is sitting in a chair. Electrodes connect him to some electronic machinery monitored by Stan. Mierzwiak watches from the corner. STAN We're getting healthy read-outs. Joel The room. shows it to Joel. I'm already in my Suddenly Mierzwiak looks at the fading room. STAN We use the articles you brought to create a map of Clementine in your brain. The machines register his response. MIERZWIAK We'll dispose of these mementos when we're done here. let's get started -.

The machines are operated by Stan. Stan's voice seems to be coming from above. snapped into a new memory. PATRICK The voltage looks fine. cries as he fills two large plastic garbage bags with mementos of his relationship with Clementine. Patrick fiddles with some jacks. and by Patrick. Things with Naomi and I have been stagnant for so long. This will be invaluable.and check the voltage levels. aiming for the lines. Oh. I met someone tonight. INT. STAN (reading) December 15th.DAY The memory is becoming vague. The monitor on one of the machines traces a myriad of light blips running like streams through an image of Joel's brain. Joel looks up at the ceiling. STAN Then check the connections. your journal. JOEL'S APARTMENT . Stan pulls out a pile of loose-leaf pages. His eyes are closed and electrodes connect his head to several machines. Patrick (who we saw earlier with Clementine at the bookstore) studies a meter on one of the machines. JOEL'S APARTMENT . So alive and spontaneous and passionate and sensitive. Thanks. MIERZWIAK Ah. PATRICK Does that help? STAN Yeah.31. STAN'S VOICE (CONT'D) -. . INT. INT. wind-up toys. Her name is Clementine and she's amazing. Mierzwiak smiles. some Let's push on. LAB ROOM . I'm not wiping as clean as I would like here. Christ: I don't know what to do. characters' affects flat. now in grubby street clothes and in need of a shave. dressed similarly. The scene is just a shell of itself as Stan rattles on.DAY Joel.NIGHT Joel lies on his back in fresh pajamas. Joel looks up. STAN'S VOICE I think we got this one. that looks better. 2004. There are funny little gifts. Stan presses buttons and operates a joystick.

JOEL Well. He finds it. Joel glimpses Mary smiling coquettishly at Mierzwiak. Joel enters. INT. You never should have. MARY (at Mierzwiak's office) Here we are. reception area. HALLWAY . home.32. OFFICE HALL . WAITING ROOM . INT. 2004 Nothing much happened today... MARY May I help you? JOEL My name is Joel Barish.DAY Joel enters the Lacuna waiting room.DAY Joel looks for an office number. some CD's. appointment. INT. I did. potatoes dressed as women. He gets some clean loose-leaf paper and writes: December 15. He pulls a big clump of pages out of his loose-leaf journal and dumps them in the bag. be right with you. Naomi worked on her dissertation.DAY Mary leads Joel down the hall.DAY Joel and Mierzwiak are in the sitting area. some clothing Clementine has left there. The scene is fading as he continues to write. Mierzwiak will MIERZWIAK I'm sorry you saw one of our notification cards. MARY (without turning) How are you today? JOEL Not great. the tape recorder. the door reads Lacuna Ltd. INT. MARY Please have a seat. MIERZWIAK'S OFFICE . MIERZWIAK We can help you through this. Why don't you start now by telling me everything . Joel looks at I have an Mary sits in the The plaque on I stayed Dr.

Sort of stuffy. trying to locate the voice. Patrick returns to the bedside. JOEL'S APARTMENT .DAY Joel gets off the elevator and approaches the receptionist. The scene is faded and disappearing fast. then. PATRICK (CONT'D) So who do you think is better-looking. STAN (uninterested) It's an apartment. INT. VOICE-OVER I wasn't going to call her. INT. I don't know how it got this way. And there's a stale smell. 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. He glances at the unconscious Joel.. JOEL (thinks. focuses on the machines for a moment..33. PATRICK'S VOICE It's kind of a dump. MIERZWIAK'S OFFICE .DAY Mierzwiak sits with Joel in the sitting area. then:) It was a mess. PATRICK Yeah. let's just get through this. equipment. me or this guy? Stan glances sideways at Patrick. have a long night ahead of us. you can remember about your relationship with Clementine. JOEL So then she just stops calling.NIGHT Patrick is checking out the apartment. STAN Patrick. Uninspired. INT.. but kind of plain. PATRICK Not a dump. don't you think? Joel looks up. I don't know. Not after It's gone. JOEL'S OFFICE . Stuffy.. We Stan monitors the .

who is in conversation with someone else. Joel's eyes bug. She's punishing me for being honest with her. ROB AND CARRIE'S LIVING ROOM . approaches Carmen.NIGHT Joel sits across Rob and Carrie. mid-40's. JOEL Sorry. CARMEN Nothing. VOICE-OVER That's it. Carmen. goes back to her conversation. INT. VOICE-OVER It's bullshit. Joel.34. I'm just gonna-Without a moment's hesitation. JOEL Why would she do that? . INT. Carmen? Carmen the receptionist shakes her head. he dials the phone. JOEL'S APARTMENT . Joel is at his office desk on the phone. Any messages? Carmen shakes her head "no".NIGHT Joel enters. JOEL Any messages. INT. Carmen. VOICE-OVER (CONT'D) I'm gonna tell her I'm through playing games and -RECORDED VOICE The number you have dialed has been disconnected. PHONE MACHINE VOICE You have no messages. JOEL'S OFFICE . JOEL (CONT'D) Any messages for me. checks his phone machine: zero messages. INT.NIGHT Joel checks his machine: zero messages. the way she was. Next day: Joel approaches the receptionist. JOEL'S APARTMENT .DAY Joel gets off the elevator.

It's horrible. Joel hears a hushed argument ensue in the hall. I can't believe she'd be so goddamn immature! ROB Joel. picks up another.If you think you have reached this recording in error. please check your number and dial again. He grabs a magazine off the coffee table. Joel nods. ROB I don't think you should go there. A subscription card falls to the floor. confused. honey. should just go to her house. puts it down. Later: Rob and Carrie are now back in the room.35. Joel. Please never mention their relationship to her again. .. NY Joel stares at the card. look. Just make a clean break. VAGUE RECORDED VOICE -. CARRIE I don't know. He notices the dog asleep on the floor. CARRIE Sweetie. as Rob and Carrie leave the room and close the door behind them. the thing is -CARRIE (agitated.. It reads: Clementine Kruczynski has had Joel Barish erased from her memory. CARRIE (CONT'D) You weren't supposed to see that.. I JOEL She's punishing me for being honest. JOEL I don't know. JOEL They can't erase memories. we called the company. NY. Would you just wait here? Just a second. flips through it distractedly as he paces. 610 11th Avenue. I don't want to seem desperate. Thank you. incredulous. I'm so. It's a joke. CARRIE Maybe you need to look at this as a sign to move on. JOEL Yeah.. It's a nasty Clementine hoax. honey. interrupting) Joel. We have to feed the dog. Lacuna Ltd. 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.

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. The windows fog up until the outside is completely obscured. erased version of Mary the receptionist. Joel. VOICE-OVER Lacuna: Noun. CAR . he sees that the hallway is faded. vague and mostly erased. He keeps walking. especially in a manuscript. May I help you? These degraded. As he turns the corner. Joel just stands there. Like waking a sleepwalker. comes to the door marked Lacuna and opens it. INT. He weeps.DAY Joel gets off on the sixth floor. CARRIE'S VOICE Think about it: to be told you lived an existence of which you have no recollection. EXT. It might have a devastating effect.NIGHT Joel is on the phone pacing. They explained that. STAN'S VOICE So. MARY (dead monotone) Hi. He searches for a room number. Inside he can see vague.DAY Joel looks for an address. Mary's coming over tonight. JOEL'S APARTMENT . NEW YORK STREET . Close-up of a vague dictionary page. INT. ELEVATOR . . INT. JOEL'S CAR .NIGHT Joel drives past vague local landmark. A blank. JOEL'S VOICE But what am I supposed to do? CARRIE'S VOICE Move on. faded memories allow Joel to detach himself and hear what's going on in his bedroom.NIGHT Joel in his parked car next to a fence surrounding a drive-in movie closed for the season.36. sweetie. a missing portion. CARRIE'S VOICE You can't tell her.

STAN She likes you okay. Moving on.. drunk.. PATRICK CLEMENTINE (CONT'D) Anyhoo. we need to focus.NIGHT Joel distractedly reads a book. JOEL I can't believe you wrecked my car. CLEMENTINE Yo ho ho! JOEL It's three. Yeah? STAN Just wanted to let you know. checks the clock. JOEL'S APARTMENT . He looks up. . VOICE-OVER The last time I saw you. my situation is a little weird. INT. Stan aims the joystick. PATRICK Did I tell you I have a new girlfriend? STAN (re: memory on monitor) This one's history. I done a bad thing. goes back to the book.NIGHT Stan works the joystick. kinda sorta wrecked your car.. PATRICK I wonder if I should invite my girlfriend over. PATRICK The thing is . Joel looks up. INT. I have a girlfriend now. Clementine is staggering in. Shit.. STAN Patrick. The door opens.. I like when she comes to visit. PATRICK I like Mary. I just don't think she likes me. I Patrick sits on the bed with Joel. JOEL'S APARTMENT . too. My girlfriend situation. STAN You can if you want..37. sweetie.

She is stung and she starts gathering up her belongings.. maybe you did kill somebody. And fucking irresponsible. I assume you fucked someone tonight. pissed. I . Clementine is out the door.. JOEL Well it is pathetic. too! And I remember. Joel.NIGHT Joel looks at his dented car. Are you from the fifties? A wino! (laughs) Face it. It's pathetic. You could've killed somebody. did she fuck someone tonight? JOEL No... He follows her around. JOEL (CONT'D) I'm sorry.a little. STREET . I guess. Okay. and in your little wormy brain. JOEL (CONT'D) And what are you like? A wino? CLEMENTINE A wino? Jesus. I said. Don't call me pathetic. which are strewn about the apartment.. CLEMENTINE Oh Christ I didn't kill anybody.. you're trying to figure out. see. Clem. just. The scene is starting to degrade.. You're freaked out because I was out late without you.CONTINUOUS Joel follows. I was a little tipsy. INT. Joel is immediately sorry he said this. EXT. JOEL (CONT'D) I don't know.. You're like some old lady or something. Isn't that how you get people to like you? This shuts Clementine up. JOEL'S CAR . I was just. JOEL You're driving drunk. It's just a fucking dent. The acting becomes anemic. VOICE-OVER Right! She called me an old lady here. I didn't mean that. CLEMENTINE .38. looks at Clementine clomping off in the distance.

It's falling apart. STAN'S VOICE Yeah. PATRICK'S VOICE See. In the distance Clementine walks off. STREET . STAN She was unconscious. Patrick. startled. Joel drives to catch up with Clementine. She keeps clomping. CLEMENTINE (without turning) Fuck you. And I'm happy. the unconscious Joel. but as in an animated loop. remember that girl? The one we did last week? The one with the potatoes? Joel looks up. PATRICK She was beautiful. He rolls down his JOEL Look at it out here.39. PATRICK I gotta tell you something. I can't believe you did this to me. is what. more an impression of a quiet street than an actual one.NIGHT On the vague street Joel listens to Patrick and Stan. fidgets. STAN Jesus. that's this guy's girlfriend. STREET . It's lonely.NIGHT Stan watches the screen. with what little detail there is obscured in darkness. By morning you'll be gone. INT. Joel wanders it. window to talk to her. I'm erasing you. I kind of stole a pair of her panties. So sweet and funky and voluptuous. JOEL (CONT'D) You did it to me. EXT. I kind of fell in love with her last night. Faggot. JOEL'S APARTMENT . Joel. JOEL Let me drive you home. Ha! He stops the car. Patrick! EXT.CONTINUOUS It's a street you might see in a dream. Patrick paces. looks at Was. she doesn't get any farther away. gets out. .

heads out the door. looks at the TV. PATRICK'S VOICE I know. She slips into a skirt. I went to where she worked and I asked her out. There's a click and Joel finds himself in -INT.NIGHT Joel watches TV. just don't tell me this stuff.. It's hard to make out what they're watching. Clementine walks by in her underwear. VOICE-OVER In the bookstore that night.. The room fades.40. STAN'S VOICE We have work to do. I mean. don't want to know this shit. She stares straight ahead at the TV. but there's more. It's not like. JOEL'S APARTMENT .NIGHT Joel and Clementine sit and eat dinner in front of the TV. PATRICK'S VOICE Yeah.. Joel listens. PATRICK'S VOICE (CONT'D) After we did her. PATRICK'S VOICE Okay. do you know how unethical. They sit on opposite ends of the couch. The skinny I There's a click and Joel finds himself in -INT. Clementine puts on her shoes and . STAN'S VOICE Look.. they were clean and all. The scene starts to fade. Joel looks over at the faded Clementine across the couch.. CLEMENTINE How can you watch this crap? JOEL Where are you going? CLEMENTINE I'm fucking crawling out of my skin. guy. okay. JOEL'S APARTMENT . The scene quickly degenerates. JOEL That must be the guy I saw you with.. STAN'S VOICE Patrick. They look bored.

I want to have a baby. I have to CLEMENTINE (CONT'D) You can't fucking say something like that and say you don't want to talk about it! JOEL Clem. CLEMENTINE You're not ready. People are watching. CLEMENTINE Joel. do you really think you could take care of a kid? She turns violently toward him. glaring. JOEL Clementine. EXT. CLEMENTINE No. CLEMENTINE What?! JOEL (mumbly) I don't want to talk about this here. have a baby. . They barely look at the animals. JOEL Oh shit. Clementine's rant continues but becomes attenuated and vague. We're fucking gonna talk about it! Joel looks around. thank God. JOEL I don't think we're ready. 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. I remember this. (to Clementine) Want to go? CLEMENTINE (pissy) I want to have a baby. JOEL Oh. Clementine watches parents with babies. JOEL Let's talk about it later. It's going. ZOO . I'm sorry.DAY Joel and Clementine walk around unhappily.41.

Their eyes lock. Joel is paying the bartender. stands. 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. MARK I didn't know she was with someone.42. She looks up at him. no real emotion in it. She is drunk and staring off. Leave you in the zoo. He sees Clementine flirting with a man in Joel's seat. INT. Clementine looks from her (CONT'D) He likes my boobs. He fat. trying to get the bartender's attention. conversation. and heads to the crowded bar. this is Mark. um -CLEMENTINE (swiveling head toward him) Would you get me another. All the crap and hurt and disappointment. Joel is at the table. doesn't think I'm CLEMENTINE Joel. Maybe you could find a nice sloth to hang out with! She's crying now. too. It's all being wiped away. . The scene starts to fade. Joely? Joel sighs. He turns with the drink to head back to the table. JOEL So. Thanky! CLEMENTINE (CONT'D) Thanky! Joel is at the bar. The scene is a husk. He came over special Isn't that nice. She is fading before his eyes. Joel and Clementine sit at a small table. Clementine. man. Mark rises. but it's almost animatronic. JOEL Me.NIGHT It's noisy and crowded. JOEL It's going. BAR . to tell me that. CLEMENTINE I'm glad. blankly. Joel.

She looks down at Joel as she takes off PATRICK How's it going? MARY It's freezing out. (stage whisper) I don't think he likes girls. Joel doesn't like my boobs. Stan turns back to monitor the PATRICK Mary hates me. slivers of light. hey. Stan and Mary kiss. Mary stands there in a winter coat. (re: Joel) Poor guy.like a breeze. allow me to do the honors. Mark. STAN Hey. just a whisper -. Hi.NIGHT Patrick opens the door. CLEMENTINE You're a whiz kid. A doorbell buzzes. JOEL'S APARTMENT . I've never been popular . She walks past him. STAN You found us okay? MARY Yeah. you. So perceptive. (looking around) Have anything to drink? STAN We haven't checked. Mary.43. The bar gets quiet and vague. CLEMENTINE S'okay. carrying a backpack. She heads into the kitchen. MARY Well. Joel looks up. JOEL You're drunk. her coat. INT. Patrick. so -Clementine keeps talking but there are no more intelligible words. It's fucking freezing and I need something. MARY (coolly) Oh.

44. She pours the whiskey. Cool. it my Bartletts. you didn't want any. So did Winston Churchill. He actually has a quotation in Bartlett's about Bartlett's. Mary hands a glass to Stan. MARY It Found . STAN (a little sulky) It's a good one all right. MARY (CONT'D) Oh. MARY Yeah. MARY I love quotes. scotch and two glasses. Mary returns with a bottle of MARY Blessed are the forgetful. Beyond Good and Evil. did you? PATRICK Nah. hey. Mary and Stan click glasses. She holds hers up in a toast. PATRICK What's your bartlett's? STAN It's a quote book. PATRICK (guilty beat) Okay. Stan -Stan looks over at Patrick. MARY Hey. There's more. I can't wait to tell Howard! seems really appropriate. I don't know. Patrick. MARY (CONT'D) Nietzsche. STAN That's a good one. with the ladies. Isn't that trippy? PATRICK (trying to engage) Yeah. STAN Maybe if you stopped stealing their panties. for they get the better even of their blunders.

MARY I like to read what smart people say.45. The scene is faded completely now and Joel just lies there for a moment. robotic manner." PATRICK Very cool. Joel. I tell you everything. PATRICK Definitely. CLEMENTINE Joel. JOEL No. INT. Joel and Clementine are in bed. JOEL'S BEDROOM . PATRICK Definitely! MARY I think he'll be in Bartlett's one day. STAN Yup. CLEMENTINE You don't tell me things. JOEL I just don't have anything very interesting about my life. it isn't that. CLEMENTINE I want to know you. Trippy.NIGHT It's dark. The memory is already in the midst of being erased. CHINESE RESTAURANT . many beautiful. Stan focuses on the monitor. You don't trust me. "The quotations when engraved upon the memory give you good thoughts. INT. registering Clementine's statement. MARY Don't you think Howard's like that? Smart? Important? STAN (beat) Yup. important things. Every damn embarrassing thing. I'm an open book. drink. you're a liar. Clementine is talking in a monotonous.NIGHT Joel and Clementine eat dinner in silence. Joel looks around Mary pours herself another So .

He watches her as she downs her wine and pours herself another glass. Stan. JOEL It's good.46. CLEMENTINE How's the fish? The scene is fading. I'm sorry. MARY Let him go.Why.NIGHT Patrick is on the phone next to Joel's bed. CLEMENTINE (CONT'D) More? No. Mary is in the kitchen. we're in the middle of -PATRICK She's right in the neighborhood. JOEL Thanks. JOEL How's the chicken? VOICE-OVER Is that like us? Are we just bored with each other? CLEMENTINE Good. -. Clementine! -. My She's She's got She pokes her head out. They continue to eat in silence as the scene dissolves. Others seem bored with each other. lights on the computer screen. She holds the wine bottle up to Joel. upset. Some seem happy and engaged. I can help. PATRICK'S VOICE Hi. at other couples in the restaurant. He turns back to his food. I kind of have to study for my test -INT.Well. I'm not sure. Stan watches the PATRICK Hold on. (covering mouthpiece) Stan. what's wrong? -Oh. some pie on a plate. can I leave for a little while? girlfriend is very -STAN Patrick. . Let me ask my friend. There's a silence. JOEL'S APARTMENT .

He says." She's weeping. to Patrick) Go. No! He looks down and Clementine's tear-streaked face is fading. (into phone) I'll be right over. JOEL Yeah. She continues as if she's still being made love to. and your eyes drop out and you get loose in the joints and very shabby. But these things don't matter at all. Generally by the time you are Real. INT. It's about these toys. He jumps up naked and yells at the ceiling. CLEMENTINE It's my favorite book. (crying) I can't believe I'm crying already. There's this part where the skin Horse tells the rabbit what it means to be real. Joel and Clementine are under a blanket on the living room rug listening to music.. It's sweet and gentle and then it starts to fade. Joel is stroking her hair. CLEMENTINE'S APARTMENT .47.NIGHT Candles are lit. JOEL (screaming) No! Jesus. or who have to be carefully kept. most of your hair has been loved off. except to people who don't understand. because once you are Real you can't be ugly. Tangerine? CLEMENTINE Do you know The Velveteen Rabbit? JOEL No. Since I was a kid. then at ceiling) I don't want this. JOEL (CONT'D) Please! Please! I've changed my mind! (looks down at fading Clementine. STAN (sighing. They kiss and begin to make love under the blanket. "It takes a long time. PATRICK (quietly) Mary hates me. even though Joel is completely beside himself. Wake me up! Stop the .. CLEMENTINE Joely. Tangerine. That's why it doesn't often happen to people who break easily or have sharp edges.

caught. He's a very serious and ethical man.. MARY To let people begin again. bundled up and carrying a full backpack. She's crying. I'm getting old and nothing makes any sense to me. so free. CLEMENTINE Nothing makes any sense.CONTINUOUS Clementine watches out the window as Patrick nears. hopelessness. isn't it? Howard gave the world. PATRICK Oh. I'm scared. Mary and Stan watch the monitor and smoke a joint. MARY No. taken aback. what's going on? CLEMENTINE I don't know. And Howard just makes it go away. And adults. I feel like I'm disappearing.. Howard's married. trudges through the snow.NIGHT Joel is unconscious on the bed. (beat) Besides. baby. PATRICK Oh. Nothing makes She is silent for Such a gift . I'm lost. STAN You love him.NIGHT Patrick. It's beautiful. so clean. EXT. passes it to Mary. You look at a baby and it's so fresh. procedure! Plea -- INT. don't you? Mary seems surprised. STREET . I'm not going to tempt him to betray all he believes in. JOEL'S APARTMENT .. Stan takes another drag on the joint. After a silence: MARY It's amazing. Tangerine.. a long moment. STAN (a sigh) Yeah.48. Stan. He makes his way up her front stairs. they're like this messy tangle of anger and phobias and sadness. completely still. INT. She swings open the door and hugs him. CLEMENTINE'S APARTMENT .

The handwriting is a woman's. He finds what he's looking for. He's pretty much on auto-pilot anyway. Pick up. JOEL'S VOICE Hi. Please leave a message after the beep. Patrick hangs up. flips through it. dancing in a sexy trance to something soft and low on the stereo. PATRICK (whisper) Stan. okay. He's really stoned and watches Mary.CONTINUOUS Stan is on the phone. where are you? PATRICK I got into a situation with the old lady. Beep.CONTINUOUS PATRICK Thanks. INT. INT. Yay! PATRICK I'll call my study partner. then pulls out a journal. man. Stan. keeping an eye on the bedroom door. He reads: CLEMENTINE'S VOICE . I owe you. see the frozen Charles! Now! Um. puts it in his pocket. Can you handle things tonight alone? I'm really sorry. After a moment's thought. JOEL'S APARTMENT . Now! I have to go now. it's Patrick. rifles quickly through his backpack. any sense. PATRICK We'll go next weekend and -I have to Tonight! CLEMENTINE Now. stoned herself. She pushes herself out of the embrace and looks at Patrick. The phone rings. he *69's. CLEMENTINE It'll be great! She runs into the bedroom. He pulls out a silver bracelet. STAN'S VOICE Hey. CLEMENTINE (CONT'D) Come up to Boston with me? Sure. I'll get my shit. Patrick is at the phone and realizes he doesn't know Joel's number. STAN I can handle it. CLEMENTINE'S APARTMENT .49. it's Joel.

Clem. too. and we made love right on the ice. It was so beautiful and charming. them drinking at a bar. The scene is being erased.. CLEMENTINE'S APARTMENT ..die right now. having sex on the beach. but he wanted to please me so much -.. Then they get vague. I'm just something you're imagining. Joel was nervous about stepping onto the ice. just exactly where I want to be. Please! Oh. eating grilled cheese and tomato soup together in bed.NIGHT Joel and Clementine lie together holding hands on the frozen river. I took Joel to walk on Charles River with me last night... but. fuck! Please! Crazily. happy. CHARLES RIVER . He arrives at a decayed version of his first meeting with Mierzwiak. CLEMENTINE'S VOICE . I've never felt that before. Her eyes are filled with love and tears. Joel runs off. I'm Clementine looks over at him.50.. Joel watching her sleep. Why don't you start now by telling me everything you can remember about -JOEL You have to stop this! What? MIERZWIAK What do you mean? JOEL I'm trapped in my head and everything I love is being erased! Stop it now! MIERZWIAK Yes. They look up at the stars. INT... passing through a series of decayed scenes: He and Clementine arguing in a car. He took my hand and said "I could.. EXT. MIERZWIAK We can help you through this.NIGHT Patrick reads the journal. I'm just. laughing and holding hands at a movie. What can I do? I'm in your head. JOEL (CONT'D) Clem. We lay down right in the center and watched the stars.he's so sweet -that he came out after me. JOEL .. It was absolutely freezing on my ass! It was wonderful. Joel is panicked. no! This can't keep happening. .

can't you just force yourself awake? JOEL I don't know. screaming.51. FOREST . well. CLEMENTINE I'm so excited. notebook away. JOEL'S APARTMENT . Long drive. CLEMENTINE Such a beautiful view. So let's get going. dressed for the cold. stomping his feet. Clem! CLEMENTINE Oh? JOEL I hired them to. Yay! Patrick puts the PATRICK I'm excited. too. We're in my brain. But I want it to stop. But even while he's doing this the memory and Clementine are fading around him.. Clementine in front. (snapping out of memory) Fuck! They're erasing you.DAY Joel and Clementine are hiking. EXT. Patrick pulls the bracelet from his pocket.. PATRICK (CONT'D) I didn't have a chance to wrap it. . Clementine enters. hands it to her. I've never gone out with a guy who brought me a piece of jewelry I liked. thing. CLEMENTINE It's gorgeous. before I wake up and don't know you anymore. and I wanted to give you this. CLEMENTINE Wow..NIGHT Stan and Mary have sex on the floor next to Joel's bed. INT. (kisses him) Thanks. He concentrates. JOEL (CONT'D) It's horrible! I'm trapped! He starts to have a fit. banging against trees.. Um. Oh. JOEL (looking at her) Yes indeed. It's a little. Aaargh! Nothing happens. (slipping it on) Just my taste.

52. slouched in a chair. (back to himself. JOEL'S APARTMENT . Joel and Clementine are in an oversized playpen. too. at his doll. Where? JOEL Where? Where? Her brow furrows in He drags her through the landscape of already decayed memories and turns off into: INT. Jesus. He pulls her out of the scene as it degrades. Clementine is still in her panties and bra.DAY It's raining out. stretched out on her belly in her underwear. He looks over at Clementine. She giggles with glee. thought. She's reading. Joel ponders this. re: doll) Look. they're adults but small. She's not looking at me. CLEMENTINE What if you hide me? JOEL What do you mean? CLEMENTINE (formulating) Well. JOEL I must be about two. Joel wears footsie pajamas with some vague little animals on them. at the woman. what if you take me to a memory I'm not in? (proud) And we can hide there till morning. smiles. seen from a low angle. The scene and Clementine are beginning to dissolve. INT. I love this memory. VOICE-OVER She's so sexy. The rain. hurries back and forth preparing dinner. She's busy. KITCHEN . my Huckleberry Hound doll! I told you about this! . Joel grabs Clementine's hand.. CLEMENTINE What's this? Joel looks around at the kitchen. JOEL I loved you on this day.DAY The kitchen is dated and vague. He holds a a red furry huckleberry hound doll. An oversized woman in high heels. (oddly) I want my mommy. if they're looking for me in memories I'm in.. Clementine looks over at him. Joel is reading. Us just hanging.

Joel sucks in some snot. INT. I think we're hidden. (adult. I don't want to lose. The room is not decaying.NIGHT Stan and Mary lie on the floor. CLEMENTINE I'm right here. nervously with the equipment. Joely. The memory. MARY Well.. it's not erasing. Crap. He's not on the map. He makes his way. Clementine tries to comfort him. I want my mommy. Clem. He's off the screen. JOEL'S BEDROOM . to Clementine) I don't want to lose you. STAN (CONT'D) It's not erasing.53. their stoned minds wandering after sex. naked. CLEMENTINE Joel. Stan tries to break through his marijuana haze... I don't want to lose you. look.. him. Stan suddenly perks up. MARY Where? STAN I don't know.. STAN It's stopped. it's not fading. JOEL I'm scared. to the computer screen. MARY What? STAN Listen.. STAN (CONT'D) I don't know what to do! I don't know what to do! Crap. She hugs JOEL (CONT'D) (crying still) I want my mommy. Joel smiles. His mother scurries back and forth clanging pots. what should we do? STAN I don't know! I just said that! He fiddles . (beat) I want my mommy! He starts to cry. He looks at the monitor.

MIERZWIAK'S BEDROOM . eyes open. His wife lies beside him.54. STAN (CONT'D) Hello. Howard? INT. waits. MIERZWIAK Okay. MARY (definitely) We should call Howard. He's stoned and trying to STAN I can handle this. where was Patrick? STAN'S VOICE He went home sick. Mary. up half done. No way. I can't find him anywhere. Mary watches him.CONTINUOUS The room is dark. gets up and looks over his shoulder at the screen. He dials the phone. STAN Shit! He can't wake He jerks the joystick spastically. There's no Finally: MARY This guy's only half cooked. what happened right before he disappeared? STAN'S VOICE I was away from the monitor for a second. I had to go pee. Stan tries to think. MIERZWIAK Well. He paces. MARY Sor-ry (beat) We have to do something. STAN (without making eye contact) Okay. Stan turns and looks at her. Stan. I had it on automatic. . understand her motivation. time to fuck around. A groggy Mierzwiak is in bed on the phone. also naked. listening. Stan? MIERZWIAK What's going on? STAN'S VOICE The guy we're doing? He's disappeared from the map.

NIGHT Stan hangs up the phone. INT. Jesus. Mary! She hurries into the bathroom with her bag. STAN'S VOICE 1062 Sherman Drive. Joel's oversized mother reaches down as she hurries by and pats Joel on the head. looks at Mary.S. He looks over at her. You'll remember me in the morning. INT. I remember I thought. JOEL I loved you so much this day. Stop being stoned. She starts getting dressed. how impossibly lucky am I to have you on my bed in your panties. I don't want him to see me stoned. It's Stan puts his head in his He hangs up. MARY (CONT'D) Shit.DAY Joel and Clementine are in the playpen. hands. MARY He's coming? STAN You better go.) (CONT'D) God. what's the address. MARY (CONT'D) (O. Mierzwiak writes it down on a bedside not pad. JOEL'S APARTMENT . Apartment 1E. Rockville Center. MOTHER How's my baby boy? She's gone. weird how strong that desire is. MIERZWIAK All right. On my bed in your panties. MARY Hell no. Clementine holds his hand. we're okay. . I'm so stoned.55. I look like shit! God! Mary slams the bathroom door. They're not finding us. CLEMENTINE You know. KITCHEN . And you'll come to me and tell me about us and we'll start over. JOEL I really want her to pick me up.

56. She unbuttons his pajamas. You're the most wonderful person I've ever met. His hair is . INT. He's one of the eraser guys. like. so he introduced himself the next day as if he were a stranger and now you're dating him. She kisses him. And he fell for you when they were erasing you. slightly sweaty. so freaked out now. I'm. like you just woke up. CLEMENTINE What's wrong with me? PATRICK Nothing is wrong with you. I heard him talking in my apartment. Joel's mother hurries around the kitchen. do? Whatever shall we He laughs.NIGHT It's a rust bucket. CLEMENTINE You remember what happened next? JOEL I came over to the bed and you smelled so good. She's crying and holding Patrick's hand. CLEMENTINE'S CAR .another rainy day. Joel stops. JOEL There's this guy! CLEMENTINE What? JOEL There's this guy. JOEL'S BEDROOM . She glances gratefully over at him then starts to cry even harder. And I climbed on the bed with you and you said something like -CLEMENTINE -. Clementine drives through the snow.NIGHT Stan works on trying to get the signal back. They begin to make love. looks at Clementine. Really? CLEMENTINE 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. INT.

STAN I tried that already. MIERZWIAK (CONT'D) Odd. MIERZWIAK What are you doing here? Crap.. pulls out another laptop computer and plugs it in to the system. Her hair is pulled up into some sort of style. MIERZWIAK Did you try going through C-Gate? Yeah. MARY (CONT'D) I'm still stoned. The doorbell buzzes. She's dressed also. MARY I wanted to learn as much about the procedure as possible. holding an equipment bag. combed and he's dressed neatly. Suddenly she freezes at the window. Do STAN She came to help. Mary. STAN Of course. I look okay? She doesn't say anything. Howard. Mary closes the door. He fiddles some more.to help comfort the clientele. Mierzwiak. Mierzwiak looks from Mary to Stan. Mary lunges for the door. looking out into the night. nods. MIERZWIAK . Howard. fella. we? Shall He sits down in front of the computer and does some fiddling. I think it's important for my job.. MIERZWIAK Let's get to the bottom of this. then calms herself before opening it. looks surprised. MARY There he is. Mierzwiak crosses to the equipment. He unzips his equipment bag. Mary is pacing nervously to and from the window. MARY (CONT'D) (to Joel) Your Visine didn't do shit. Are you? She looks in the mirror.57. Mary looks on. Oh my God. and enters. looking professional but still stoned. fascinated. and she's wearing more make-up now. You know. Mierzwiak ponders. Oh my God.

Clementine. MIERZWIAK Yeah. INT.DAY Joel is being bathed in the oversized sink by his oversized mother. STAN (sighing) You get some sleep. MIERZWIAK Okay. The mother doesn't seem to see her. Joel and Clementine drink wine. see if anything comes up. probably a good idea. his Huckleberry Hound doll. Howard. The program starts up. I don't know why it's off the map like that.58. He zeroes in on it. The elements of the scene flash explosively away: Joel's mother. KITCHEN .NIGHT He sits with Clementine in the parked car. I'm going to do a Spectrum search throughout his memory. Like a surgeon or a concert pianist. clean. Clementine sits in the water with him. MIERZWIAK (CONT'D) Okay. JOEL'S BEDROOM .NIGHT Mierzwiak looks up from the computer screen. Awl It's I'll take it . Howard. thank you. MOTHER Little baby getting awwwl cleean. It rotates. outside a drive-in movie theater. but -INT. A much more complex and detailed human brain appears on this screen. Eventually Mierzwiak sees a small distant light in the brain. CLEMENTINE (giggling) I've never seen you happier. laughing. Mierzwiak presses some more buttons. we're back in. the details of the kitchen. from here. here it is. CAR . JOEL (to Clementine) I love getting bathed in the sink. MIERZWIAK Well. Mary. such a feeling of security. The movie on the giant screen is partially obscured by a fence. MARY That was beautiful to watch. Joel is thrown into: INT.

INT. He nods. is peering around the corner of the school building toward the bike rack.AFTERNOON Joel. .. The plan didn't work. now the size of a junior high school kid and dressed accordingly.NIGHT Stan is back at the controls. Howard.NIGHT Clementine and Joel laugh as they try to give voice to what the characters on the screen are saying. distractedly. She smiles to herself as he heads EXT. dressed as she was in the parked car. cutey! What are we doing? JOEL This kid. I thought if I hung around the art room long enough. CLEMENTINE (mouthing to woman on screen) Hide me somewhere deeper? Somewhere buried? Joel grabs her.. INT. The scene starts to fade. Joel JOEL They found us before. They run off just as the scene decays into a husk behind them. remembers their previous plan. She starts to fade. CLEMENTINE Yes. VOICE-OVER I'm terrified. back to the equipment. MARY I'm so sorry. My name is Wally. Antoine.59. JOEL'S BEDROOM . I love you. Mierzwiak's at the door with STAN Howard. but I can't love a man named Wally. CAR . is going to beat the shit out of me. Mary. JOEL Don't call me Antoine. CLEMENTINE But can't you see. CLEMENTINE Look at you. SCHOOLYARD . Clementine is with him. you must be tired. he'd go home and I could get my bike. they've disappeared again. Joe Early. I don't know what to do now. MIERZWIAK Oh dear.

" Joe Early throws a wild punch that hits Joel in the side. JOE EARLY Hi. Jill. The kids start chanting. The other kids laughs. I think I'm just going to have to get through this manually.. We're running late. JOEL I'm too scared to even throw a punch. Joel's is the only bike CLEMENTINE (CONT'D) Poor Joel. remaining. JOEL I don't want to fight you. laughing. The scene flashes violently to white and is gone. fat Joe Early come around the corner. EXT. INT. covering himself. JOEL'S APARTMENT . They head toward the bike rack. points at a house up the beach. JOE EARLY C'mon. He peeks humiliated at Clementine. Joel and Clementine walk.60. after this. CLEMENTINE Our house! Our house! She runs ahead.DAY It's cold. She kneels down beside him. We're fighting. They're at the bike rack and a bunch of kids.NIGHT Mierzwiak is at the machine. fight. Joe. all bundled up. faggot. "fight. Joel doesn't say anything. She's watching him. When I tell people this story I leave that part out. Stan. fight. including giant. JOEL He calls me Jill. Joel She . Get up. JOEL Just shut up. Everyone calls me Jill JOE EARLY I don't think so. She's got a tear in her eye. I'm going home.. The scene is decaying. C'mon. Jill. BEACH . joel falls and stays down. MIERZWIAK We got him back. puts her arm around him.

Remember? He grabs her arm and yanks and they are in: INT. MOTHER Joel. Joely. Joel cringes. junior high school size. CLEMENTINE (unwrapping the gift) Thanks... She realizes what's going on. . in her winter coat. is in bed masturbating. honey. closes the door. CLEMENTINE (mock offended) Joel! JOEL (continuing to masturbate) I don't like it either. The mother backs out. Oh boy! It's the same bracelet Patrick CLEMENTINE (CONT'D) Oh. Have a good night. JOEL Clem.NIGHT It's dark.61. I was just -(sees what's going on) Oh. too. Flash! It's all gone. Joel hands her a small wrapped box. INT. Clementine is in there. still laughing from before. still in the mode of the memory she was swiped from. but I'm just trying to find horrible secret place to -Joel's mother pops her head in the door. JOEL Happy Birthday. I'll ask you in the morning. JOEL I scoured the city for it. RESTAURANT . you're the first guy who ever bought me a piece of jewelry I could honestly say that about. Joel. It's beautiful! (slip it on) I mean. A present! She pulls out the bracelet.NIGHT Joel and Clementine are laughing as she blows out the candle on a slice of cheesecake in front of her. gave her. Um. He notices she's starting to fade. we've got to hide you. Clementine laughs. c'mon. Joel. BOY'S BEDROOM . chases after her.

(beat) This is a great birthday present. later. His childhood house is gone.NIGHT Mierzwiak works the equipment. I can't. still dressed for her birthday dinner (wearing her new bracelet). EXT.DAY Joel is one of a group of five year olds.62. Joel miserably smashes the bird repeatedly with the hammer. JOEL (pointing) That's where I live. . You were a little kid. Joel doesn't want to. Lived. It's fading. Clementine is gone. I'm so A live bird watches from a tree. She kisses him and they walk holding hands. JOEL'S BEDROOM . Red jelly guts cover the hammer and the wagon bottom. Getting to see you as a boy. The other boys are goading him. But I had to or they would've called me a girl. The two of them walk down Joel's suburban street. Clementine watches. He has located a small area of light in the brain imaging and eradicates them. But I'm finding him quickly enough. BOYS C'mon. Joel looks down at her hand. I still understand it. The kids hoot. ashamed. He holds a hammer and is poised to hit a dead bird in a red wagon. SUBURBAN STREET . Joel. CLEMENTINE It's okay. you have to. I'm hopeful there won't be too much peripheral eradication. VOICE-OVER I can't believe I did that. pulls Joel away from the other boys. INT. VOICE-OVER I didn't want to do this. CLEMENTINE I love it! She leans across the table to kiss him. Do it already. He grabs her and runs through the decaying scene and into the vague night. MIERZWIAK I'm getting the hang of it. Clementine. The bracelet is gone. I'll do it JOEL I have to go home.

MIERZWIAK (not looking up) That's fine. Mary sits on the bed. Stan sighs. He smiles at her. beside herself. minds. MARY Okay. STAN I'll go out for a smoke. yeah it is. Mierzwiak continues to find and erase points of light. too. Mary gets up her courage to speak." MIERZWIAK Is that Nietzsche? MARY Yeah. And in my reading I've come across some I thought you might like. MARY Do you like quotes. Howard? MIERZWIAK How do you mean? MARY Oh. flattered. grabs his coat. by Pope Alexander. Mary. MIERZWIAK Alexander Pope? It's . MIERZWIAK Well. Oh. both know it. Stan. um. MIERZWIAK It's a good quote. I'd love to hear some. And here I was thinking I could tell you something you didn't know. like famous quotes. Mary doesn't say anything. I'm glad we She's flustered. there's one that goes "Blessed are the forgetful. I read. for they get the better even of their blunders. Stan huffs and is out the door. She tries to calm down. MARY (a little giggly) I like watching you work. Howard. I find reading them inspirational to me. If no one Mary is thrilled.63. um. MARY (sputtering) There's another one I like.

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. then pulls away quickly. Howard. (blurting) I like you. She smiles. and each wish resign'd". MIERZWIAK It's no big deal. MARY Yes. MARY (CONT'D) Anyway. She leans over and kisses him. Thanks. then returns to his unflappable self. then quickly) I really admire the work that you do. Mary. MIERZWIAK I've got a wife. that terrible? Is Mierzwiak seems momentarily taken aback. MARY Kids. the quote goes "How happy is the blameless Vestal's lot! The world forgetting. MARY I've loved you for a very long time. that. 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. Great.. There's an embarrassed moment as that line hangs in the air. Mary. That's all. an awful lot. proud and embarrassed. MARY Okay. Like I psyched myself out. sorry! (puts hand over mouth) Sorry. MARY Really? I thought it was appropriate maybe. MIERZWIAK That's lovely. I'm happy to hear it. Mary.64. Then Mary plunges ahead to bury it. Oops. (beat. Good. shit. sorry! I shouldn't have said that. MIERZWIAK You're a wonderful girl. I'm You know .. by the world forgot: Eternal sunshine of the spotless mind! Each prayer accepted. MARY You are such a sweetheart.

A middle-aged woman gets out. He watches Mierzwiak and Mary. If that means anything. You're a She smiles courageously at him.65. pulls away. He MARY No you're right. He smiles sadly at her. JOEL'S APARTMENT BUILDING .CONTINUOUS The woman is at her car. who turns and walks off in a huff. your kids. he catches sight of the woman in the window. approaches the only lit window.CONTINUOUS Mary looks confusedly at Howard. EXT. Stan watches from the van. The woman in the window is transfixed. JOEL'S APARTMENT BUILDING . EXT. It appears to be a very serious discussion. Stan turns to see. Howard. Mierzwiak's resolve has apparently weakened and he and Mary kiss again. MARY What? She follows his eyes and sees the woman in the window. A car pulls up outside.DAY Joel and Clementine walking. He practically shrieks and jumps up. checks the address on Joel's building. INT. partial undressing.NIGHT Stan sits in the van and smokes a cigarette. They look at each other a long while. MARY (CONT'D) Oh my God! Mierzwiak is already in his coat. This time it leads to groping. JOEL'S BEDROOM . He has an unobstructed view into Joel's bedroom window. I wish I had It turns into kiss. He's out the door. and falling onto the bed alongside the unconscious Joel. hand-in-hand. decent man. Mierzwiak is hurrying to the woman. EXT. MIERZWIAK We can't do this. (suddenly weepy) I wish I was your wife. Mierzwiak comforts her with a hug. MIERZWIAK I want you to know it's not because I'm not interested. COUNTRY ROAD . They're talking as Howard works. . look up simultaneously. As Mierzwiak fumbles to unzip his pants. then Howard goes back to locating and eradicating blips of lights. watches Mierzwiak and Mary inside. Once again.

. . foreboding.. I came here to work.. Hollis! MIERZWIAK Hollis! HOLLIS (THE MIDDLE-AGED WOMAN) I knew it. Tell the Stan is out of the van now. HOLLIS Don't be a monster. HOLLIS You can have him. We'll talk later. Howard. Mary looks back and forth between them. Mary is right behind Mierzwiak now.66. Poor kid. to get past. I have to finish in there. And it's not Mr. Mary stands there. hugs herself. There's a long silence. have a history. Stan watches. You wanted it done. STAN Let me take you home. looks at Mary and then at Mierzwiak. CHARLES RIVER . I'm sorry. Mary shivers in the cold.. Mierzwiak's fault. Howard. It's almost morning. Hollis starts her car. struggling in vain to remember. MARY (heroically) Mrs. dazed. Mary shakes her head "no. girl. I'm a stupid little girl with a stupid little crush. Then: MARY Tell me what? Hollis and Mierzwiak have locked eyes. Howard? MIERZWIAK We. He shuffles inside. You did. MIERZWIAK It didn't start out to be this. it's true. I swear. You wanted the procedure. Mierzwiak. Mary watches Howard with increased MARY What. unable to digest this. Hollis turns. She drives off. She walks off.NIGHT Clementine and Patrick lie on their backs on the frozen river and look up at the night sky." EXT. I don't even know why I bothered to copy the damn address. listening. It's a one-time mistake. I basically forced him into it. Hollis is in her car.

PATRICK I could die right now.. confused Joel.. The scene poops out of existence with a flash of light. Thank you so much for telling me about it.and there'll be nowhere to go except where you're headed. You'll be sewn into your fate. INT. CLEMENTINE (CONT'D) Joel. like a train on a track. CLEMENTINE I want to go home.. Joel. And he saw failure in me. looks out at the lake.NIGHT He Their eyes meet. you're not sewn in. EXT. in shock. Clementine is naked and in the boat. now running. He targets it. CHINESE RESTAURANT . Joel is his father. INT. Clem. She sobs. She's reading The Play by Stephen Dixon. I've never felt that before. He's wrong. There was no hope for me if his life was such a failure. faces away from Joel. gets up.NIGHT Mary. written in my future.DAY Joel. sits fishing with his oversized father. the size of a ten year old. sits in the empty fluorescent car. Clementine looks over at him. . JOEL It was horrifying. and continues. I'm just happy. son. FATHER . JOEL'S BEDROOM . Mierzwiak locates a light hidden very deep in the map of Joel's brain. CLEMENTINE I love this book. I'm just exactly where I want to be.. unalterable. slips on the ice. Inevitable.67. FATHER Don't be like me. too. She tries to look out the window but can only see her own reflection. COMMUTER TRAIN . She hurries toward the shore. ROWBOAT . INT. You'll come to a point someday where it'll be too late. Don't waste your life. Clementine watches the frightened. too.NIGHT It's deathly silent as Mierzwiak and Stan work on completing the job. The father is drunk and sullen. seeing my father like that.

JOEL Something black though. Black's always good.68. . It's just a decayed husk. y'know. JOEL I'm done. A vague Joel watches a vague Clementine model a black dress. I'm just going to ride it out. INT. Right. JOEL Yeah. I remember it matched the wallpaper. He is ragged and jarred. JOEL I want to enjoy my little time left with you. JOEL We did talk about Naomi. CLEMENTINE Egad. CLEMENTINE Yeah. JOEL Do you remember what we talked about? CLEMENTINE Naomi. CLEMENTINE What was I wearing? JOEL God. RESTAURANT . with the buttons. you were with me when I bought that. INT. Joel finds himself eating Chinese food and sitting across from Clementine. CLEMENTINE This is our first "date" date.NIGHT Clementine wears a generic black dress now. Your hair was red. She is wearing the black dress. Clem.SHOP The scene has already been erased. I guess. CLEMENTINE No. At that place on East 6th. It was later. were you horrified? JOEL No! I think you were wearing that black dress. Hiding is clearly not working. CLEMENTINE I'll buy that. I should know. DRESS SHOP .

CAR . JOEL I was so nervous.69. MARY'S VOICE . Her jaw drops. I remember I couldn't think of anything to say. JOEL (CONT'D) I thought I was foolish. You said: So what." MIERZWIAK VOICE Okay. INT. JOEL And I didn't have an argument. frazzled. CLEMENTINE'S APARTMENT . Joel watches Clementine disappear. exactly. so just tell me what you remember. now. I said. I could tell. CLEMENTINE Infatuation is good. INT. I thought I'd mistaken infatuation for love. too.. The scene starts to fade. You seem unsure. There were long silences. LACUNA RECEPTION AREA . You said -- CLEMENTINE (Mae West) Come up and see me. she puts the tape into the player on her desk and presses "play. JOEL This was our first time. CLEMENTINE I said: Are you sure? JOEL I'm sure. CLEMENTINE But you weren't. JOEL It's very late. There is a long silence. INT.NIGHT Mary enters the dark room. And we'll take it from there. CLEMENTINE Yes.NIGHT Joel and Clementine pull up to Clementine's house.NIGHT Joel and Clementine are in the midst of awkward shy sex.. With a shaky hand. finds one with her name on it. She flips on the fluorescent lights and searches the file folders. JOEL I dropped you off after. Exactly my point.

.. I liked you immediately. I loved the way you smelled...and so.NIGHT Joel sits in the quiet living room. when I thought you looked at me back. I knew something was going to happen. Okay.. You didn't come on to me at all. like. You know that.. We move into her eyes. JOEL Naomi.. A SERIES OF MURKY IMAGES. Mary. Dark. I wondered if I had made a terrible mistake. MARY'S VOICE (CONT'D) And you said. I know. was so excited. MARY'S VOICE (CONT'D) ..... (shaky) Um.. A flirtatious look from Mierzwiak. NO DETAIL.. MARY'S VOICE (CONT'D) "This is for your desk. Howie. . I wanted you to think I was smart. Just a little token" Back to Mary sitting on the floor. Mary slumps to the floor. I can't do this? How can I do this? MIERZWIAK VOICE It's what's best.. I MARY'S VOICE Yeah. when.. Quiet.Remember you bought me that little wind-up frog? A vague shot of a wind-up frog. JOEL'S APARTMENT .. something wonderful. You seemed so. important and mature. MARY'S VOICE (CONT'D) I knew then. I thought I could take The scene is fading. God. VOICE-OVER On the couch. (starts to cry) .... I had these fantasies of us being married and having kids and just.. And I loved that you were helping all these people... At the job interview. I couldn't wait to come to work. INT.. A vague shot of Mierzwiak mouthing to Mary's voice. I liked that. I almost reached for the phone about a thousand times. that one day. You were so nice. I was tongue-tied around you at first.70.. listening to the tape.. then. Oh. Oh.. well.

erase it. INT. I really value our relationship.. That what we were was safe.71. ROOM . NAOMI Don't do this to me now. JOEL'S APARTMENT . INT. I thought about Clementine and the spark when I was with her. Then I told myself we weren't happy. That was the truth. that no one is really having fun. Then I thought fun is a lie. She holds up a book. VOICE-OVER I projected myself to the end of my life in some vague rendition of my old man self.DAY Joel watches out the window as Naomi stuffs a final box in Really. The scene dissolves. I don't know. INT. explain I had momentarily lost my mind. JOEL'S APARTMENT . She tosses it in a box.DAY Namoi is red-eyed from crying. And then I thought.NIGHT Joel sits. JOEL (CONT'D) Naomi. as I always do at this point in my argument. Joel. She is packing things in boxes. I'm being suckered by advertising and movie bullshit. about dying. . But I wanted fun. I didn't pick up the phone. It was unfair to you and to me to stay in a relationship for that reason. VOICE-OVER I didn't pick up the phone to call you. steals glances at her. it back. I saw other people having fun and I wanted it. INT. Naomi. then I thought maybe not. The scene starts to fade. but then I thought what you and I had was real and adult and therefore significant even if it wasn't much fun..DAY An elderly man sits. I imagined looking back with a tremendous hole of regret in my heart. JOEL'S BEDROOM . doesn't know what to say. NAOMI Yours? JOEL You take it. maybe not. Joel paces. I hope it's possible for us to stay in touch.

No. NAOMI What? JOEL Y'know. you're just going to be Joel with the same fucking problems.NIGHT Joel talks to Clementine. .72. we've been. They get into the car and drive off. JOEL I just need some space. I've just been thinking. JOEL I guess that means something. the trunk of a car. The scene is fogging over. VOICE-OVER I hate myself. by definition..DAY Joel walks with Naomi. once the thrill wears off. whatever it is you think you have with this chick. Clementine shrugs. maybe. EXT. NAOMI Who is it? You met someone. CLEMENTINE Is that what you want? I did it. both have to be. There's another woman down there with her. PARK .. Joel." JOEL I think maybe. Joel? JOEL I don't know. INT. I don't know. NAOMI So what's going on. maybe we're not happy with each other. NAOMI The thing is. JOEL I told her today I need to end it. The scene fades.How can one person be unhappy? If one person is unhappy. Bullshit. unhappy with each other and -NAOMI Don't say "we" when you mean "you. we're both so used to operating at this level that -. BORDER'S BOOKSTORE . sort of. JOEL It's not somebody else.

(turns.73. take you out or something. If you want to be with me. looks around. Yeah. CLEMENTINE So make your domestic decisions and maybe we'll talk again. The scene fades. I'm not a stalker. CLEMENTINE Well. You did run away. searches the aisle. sese Joel. after all.NIGHT Joel enters. JOEL Not married. JOEL Hi. JOEL Is there a Clementine who works here? MALE EMPLOYEE #1 (calling to another male employee) Mark. CLEMENTINE I didn't think you'd show your face around me again.. Joel approaches a male employee. . is Clem on tonight? MALE EMPLOYEE #2 On my dick. CLEMENTINE (seemingly uninterested) Yeah? JOEL I'd like to. man. So I'm not going to tiptoe around your marriage or whatever it is you got going there. I'm high maintenance. bro. JOEL Okay. spots Clementine. Naomi walks off. I think she's upstairs in Philosophy. JOEL Sorry to track you down like this. Joel watches her. I figured you were humiliated. you're married. embarrassed) Oh. you're with me. Joel climbs stairs. hey. BORDER'S BOOKSTORE . She turns. There's no sign of Clementine. CLEMENTINE Look. But I needed to see you. Not yet.. I'm telling you right off the bat. INT.

74. Maybe we . JOEL Yeah. can. JOEL I still thought you were going to save me. Even after that. JOEL Thanks. CLEMENTINE (smiling) I had you pegged. CLEMENTINE Probably. Clementine's speech is CLEMENTINE Joel. Too many guys think I'm a concept or I complete them or I'm going to make them alive. The scene is disintegrating. sweetie. if we could just give it another go around. CLEMENTINE Remember me. I'm not a concept.NIGHT Joel sits forlornly in the back seat. The car stops in front of Joel's apartment building. quality that seems really important to me. JOEL I remember that speech really well. CARRIE I hope you feel better. Don't assign me yours. CLEMENTINE I know.. She goes back to stacking. JOEL It would be different. delivered without passion. but I'm just a fucked-up girl who is looking for my own peace of mind. I want you to just keep that in your head. The scene is gone.. Joel stands there helplessly. Try your best. ROB AND CARRIE'S CAR . INT. didn't I? JOEL You had the whole human race pegged. Rob drives and Carrie sits in the front passenger seat. guys. JOEL I just think that you have some kind of.

Yeah. JOEL Go back to sleep. Naomi turns over in bed. VOICE-OVER I met someone tonight at a party on the beach. Joel sits on a chair near the window. JOEL Hi.NIGHT Joel climbs the stairs. Joel goes back to his writing. a life filled with . NAOMI Come to bed. VOICE-OVER (more and more emotionless) I don't know what to do about this. INT.NIGHT The lights are off. Rob and Carrie. Naomi turns over. VOICE-OVER I hope she's not up. hello. INT. Rob Carrie say I need to think. writing in his journal. I'm cold. JOEL'S BEDROOM . The car door closes.75. The room is starting to decompose. Forever. JOEL In a minute. There is something alive about her. Naomi sleeps in the bed. How can I continue on this path toward a living death. NAOMI (full of sleep) Hi. The thought of not acknowledging my feelings again seems self-destructive. sees Joel. Her name is Clementine. NAOMI Hi. NAOMI How was it? JOEL You didn't miss much. CARRIE Say hi to Naomi. I've been feeling so alienated and numb lately. BUILDING STAIRWAY . The streetlight illuminates the paper.

INT. Joel turns and watches her for a moment. okay? You seem quiet. NAOMI (CONT'D) Say hi to Rob and Carrie. NAOMI (CONT'D) Me. He approaches Naomi. Have some fun! She JOEL I hope you get your work done. Carrie turns around and says something to Joel. JOEL I wish you could come. Okay. it's over. putting on a sweater.76. papers spread out before her. JOEL So you don't mind? NAOMI I've got to finish this chapter anyway. kisses her on the top of the head. continues to write. JOEL You . The scene has turned to a husk. her hair a halo of frizz. VOICE-OVER This is it.NIGHT Rob drives. She is backlit. Joel sits in the back. Joel looks out the window. VOICE-OVER The trip to the party where I met Clementine. hopeless? I need to speak with Clementine. NAOMI (sighing) Yeah. The night we met. The scene is fading. My God. maybe. JOEL'S APARTMENT . CARRIE I'm sorry Naomi couldn't make it. Carrie fiddles with the radio dial in the front passenger seat. too. JOEL Just a little overworked. ROB AND CARRIE'S CAR . writing. Naomi is at the dining room table. obligation and guilt and responsibility but joyless. My first memory of her is now my last memory of her.AFTERNOON Joel is at his closet. INT.

CARRIE Who was the girl you walked off with? JOEL No one. BEACH . It's Joel and Carrie in: INT.NIGHT Joel watches his shoes in the sand as he trudges along. and Carrie step out of the brush and see a bonfire down the beach. JOEL I remember. JOEL Yeah. EXT. kissing. Joel looks down to the water. EXT. make you out in the dark. CARRIE I told you that later. JOEL You were down by the surf. He sees the husk of a memory on the darkened roadside.LATER Joel sits on a log. BEACH . Joel watches couples talking.NIGHT Rob. and Joel emerge from the car.I could see a halo of frizz -. Your face was dark and your hair was backlit -. People and music can be heard. Carrie. CARRIE Is this the right way? EXT.you asked me if things were okay between Naomi and me. People warm themselves at the fire. I could just There's Clementine. Joel. ROB AND CARRIE'S KITCHEN .MOMENTS LATER Joel. CARRIE This is the night you met Clementine. parked amidst a small cluster of cars in an otherwise empty parking lot. BEACH . a paper plate of chicken and corn on his lap. Rob. BEACH PARKING LOT . I did. in her . things were fine. Rob sharing a joint with a guy.DAY Faded. oh shit. I remember watching you walk down the beach with her and I thought. you told me that later. Joel looks out he window. EXT. I remember you turned around.77. CARRIE You said. Carrie and Joel sit at the table with coffee.

yknow. At the time I thought. I thought. I thought. I don't mean I'm happy you're uncomfortable. JOEL You said.. who doesn't know how interact at these things either. an orange sweatshirt. I'm such a loser.. JOEL Even then I didn't believe you entirely. I love this woman because she's alone down there looking out at the black ocean.. A shot of her green hair.. VOICE-OVER I remember being drawn to you even then. The next thing I remember. Yeah. CLEMENTINE I saw you sitting over here. I wondered. I thought it . Your hair was lime green. JOEL (CONT'D) Your back to me. JOEL Hi. CLEMENTINE CLEMENTINE I can't tell you how happy I am to hear that. I thought how could you be talking to me if you couldn't talk to people? VOICE-OVER But I thought. I felt someone sitting next to me and I saw the orange sleeve out of the corner of my eye. 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. By yourself.78. A shot of the orange sleeve. thank God. Hi there. In that orange sweatshirt I would come to know so well and even hate eventually. orange hooded sweatshirt. how cool. JOEL (CONT'D) But I went back to my food. VOICE-OVER I was so nervous. I don't know. Green revolution. someone normal. JOEL I don't ever know what to say. looking out to sea. What were you doing there. but. Joel looks up. I mean.

JOEL I'm Joel. CLEMENTINE Oh God. You did? CLEMENTINE (CONT'D) You liked me? JOEL You know what I did. it was lovely. I don't know. oh. my darlin'. ? Huckleberry Hound? That sort of thing? CLEMENTINE .. I'm fishing. Joel. Hi. CLEMENTINE I'm Clementine. maybe we're the normal ones. like. CLEMENTINE Yeah. y'know? I mean..79. (singing) Oh. 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 You said -She picks a drumstick off of Joel's plate. my darlin'. how horrid.. Shot of a smudge of chicken grease on Clementine's chin. Clementine. CLEMENTINE But. oh. VOICE-OVER No. JOEL (CONT'D) I remember -VOICE-OVER The grease on your chin in the bonfire light. CLEMENTINE (CONT'D) So no jokes about my name? JOEL You mean. was cool that you were sensitive enough to know what I was feeling and that you were attracted to it. my darlin'.. what kind of people do well at this stuff? VOICE-OVER And I just liked you so much. I know.

CLEMENTINE But my sleeping is really fucked up. JOEL Okay. it's a chemical and all. Joel and Clementine are walking near the surf. I mean. Like insurance. She smiles. That's why I JOEL Say good-bye. CLEMENTINE What do we do? Enjoy it. JOEL I know. She nods. JOEL Nope.80. but it works. stopped. knowing that it's there. like that. I think your name is magic. JOEL I don't think I've slept in a year. My favorite thing when I was a kid was my Huckleberry Hound doll. Joel. CLEMENTINE You should try Xanax. think. and it works just having it around. Yeah. No jokes. CLEMENTINE No.. CLEMENTINE (eyes welling) This is it. It's gonna be gone soon.. JOEL I know what you mean. JOEL yeah? CLEMENTINE I'll give you a couple. See what you . I stopped. I didn't want to feel like I was being artificially modulated. JOEL (CONT'D) So you're still on the Zoloft? VOICE-OVER Next thing I remember we were walking down near the surf.

maybe. (pointing to houses) Look. It goes "Perhaps there is someone in this world to whom I could send all these lines"? CLEMENTINE Yes! I love that poem. CLEMENTINE Yeah.. yeah.81. too! I don't meet people who even know who she is and I work in a book store. CLEMENTINE Have you ever read any Anna Akhmatova? JOEL I love her. houses in which we don't live../And a house in which we don't live. It breaks my heart. CLEMENTINE Let's move into this neighborhood. CLEMENTINE (CONT'D) Do you know her poem that starts "Seaside gusts of wind. Me too. JOEL Seems too coincidental that way. Clementine tries one of the doors on a darkened house. JOEL Yeah. I'm so excited you know it. CLEMENTINE (CONT'D) I wish we did. CLEMENTINE There's this poem -- JOEL Did this conversation come before or after we saw the house? CLEMENTINE I think. before. JOEL Joel . is nervous. Joel and Clementine wander near some beach houses closed for the winter. JOEL I think she's great. You married? JOEL Um. CLEMENTINE Really? Me. no. Joel chuckles appreciatively.


I do sort of live with somebody though. CLEMENTINE Oh. She walks to the next house, tries the door. CLEMENTINE (CONT'D) Male or female? JOEL Female. CLEMENTINE At least I haven't been barking up the wrong tree. She finds a window that's unlatched. Cool. JOEL What are you doing? CLEMENTINE It's freezing out here. She scrambles in the window. JOEL (whisper) Clementine. VOICE-OVER I couldn't believe you did that. paralyzed with fear. I was Joel looks around, panicked. She lifts it.


The front door opens and Clementine stands there beckoning. CLEMENTINE (CONT'D) C'mon, man. The water's fine. Nobody's coming here tonight, believe me. This place is closed up. Electricity's off. JOEL I hesitated for what seemed like forever. CLEMENTINE I could see you wanted to come in, Joel. He walks cautiously toward the door. CLEMENTINE (CONT'D) As soon as you walked in. I knew I had you. You knew I knew that, right? INT. HOUSE - CONTINUOUS Joel enters the darkened and Clementine closes the door behind him. JOEL I knew.


CLEMENTINE I knew by your nervousness that Naomi wasn't the kind of girl who forced you to criminally trespass. JOEL It's dark. Yeah. Naomi. She's searching through drawers for something. 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. into a husk. The room is drying out, turning She pulls out CLEMENTINE What's your girlfriend's name? JOEL

JOEL (calling after her) I really should go. I really need to catch my ride. VOICE-OVER I didn't want to go. I was too nervous. I thought, maybe you were a nut. But you were exciting. You called from upstairs. CLEMENTINE (CONT'D) (flat) So go. JOEL I did. I walked out the door. I felt like I was a scared little kid. I thought you knew that about me. I ran back to the bonfire, trying to outrun my humiliation. You said, "so go" with such disdain. CLEMENTINE (CONT'D) (poking her head downstairs)


What if you stay this time? JOEL I walked out the door. memory. There's no more

CLEMENTINE Come back and make up a good-bye at least. Let's pretend we had one. Clementine comes downstairs, vague and robotic, making her way through the decaying environment. CLEMENTINE (CONT'D) Bye, Joel. JOEL I love you. She smiles. They kiss. It fades.

CLEMENTINE I -EXT. BEACH - NIGHT Joel finds himself hurrying back to the bonfire. This scene, too, is disintegrating. It dries up and Joel is just standing there on a faded beach at night, the bonfire frozen in the distance like a photograph. INT. CAR - NIGHT Joel sits in the back seat, Rob and Carrie are in the front. CARRIE Did you have fun? Joel nods glumly. Carrie continues to talk, but her voice goes under as Joel studies the faded husks of memories, piled like refuse outside the moving car window. He sees dried-out version of previous interactions with Clementine playing out in loops. He looks back and sees the memory of his ride home from the beach with Rob and Carrie. It, too, is decaying. Soon all has crumbled into dust. Everything goes black. INT. JOEL'S BEDROOM - EARLY MORNING Howard watches the monitor. The last specks of light are fading. It grows dark. He is tired, his eyes are hollow. He turns to Stan, who is staring out the window at the dawn. HOWARD Okay. Stan turns and wordlessly begins the clean-up. He pulls the electrodes off of Joel's scalp, coils cable, packs bags. Howard dials the bedside phone. He waits as it rings. HOLLIS'S VOICE Hi, you've reached the Mierzwiaks. can't come to -We

MIERZWIAK Thanks. INT. At his car. Mary is sitting on the hood.85. She watches him closely. EXT. Howard hangs up. MARY .EARLY MORNING Patrick and Mary are heading home from Boston. crosses to his car. waiting for him to continue. He and Howard look at each other.EARLY MORNING Stan and Howard load the last of the equipment into the back of the van. Stan. Patrick tries to break the silence. STAN (CONT'D) It was here. Thanks. JOEL'S APARTMENT BUILDING . You giggled. PATRICK (CONT'D) Well. Silence. PATRICK You want to stop for coffee or something? Mary shakes her head "no. STAN Hey. EXT. STAN So. MARY And you never even suspected? Never saw us behaving in any unusual way together? STAN Once.EARLY MORNING Stan pulls the van into space marked "Lacuna. Mary is silent and depressed. PARKING STRUCTURE . PATRICK (CONT'D) Well do it again soon. Thanks for sharing it with me. it was sure beautiful on that river." Long silence. I was coming back from a job and spotted you together." He gets out. I waved. I've got to drop the van off. MARY (beat) Do you swear you didn't know? STAN I swear. maybe. Mary doesn't say anything. PATRICK'S CAR . You seemed caught.

The platform across the tracks is empty. You looked in love. Now INT. MARY And after that? STAN I never saw you together like that again. heads to the elevator. Kind of goofy and wide-eyed. I knew I loved him. EXT. MARY (CONT'D) You're nice. OFFICE . COMMUTER TRAIN STATION . It's packed.MORNING Joel waits on the crowded platform. So I figured I was imagining things. He squeezes on with all the other commuters. Mary. I think. I'd never seen him look like that before. 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. The apartment is neat. (beat) But I love him. STAN (thinking) You were in red. MARY (heading toward the levator) Thanks. She stops but doesn't turn to face him.MORNING Joel awakens.86. Happy with a secret. You know that. He gets out of bed and heads into the bathroom. That red sweater with the little flowers. You were leaning against his car. She waves. like when he went to sleep. Stan. STAN (CONT'D) I really like you. He nods. JOEL'S BEDROOM .DAY . Mary says nothing. Joel's train arrives. I know. (thinking) He looked a little like a kid. Mary starts to cry. Happy. How did I look? STAN (beat) Happy. INT. You looked beautiful.

Mary MARY (CONT'D) Thanks. (beat) So. MARY You made me have you erased! I loved you. I know.DAY Mary does paperwork at her desk... MARY You made me have an abortion. MIERZWIAK'S OFICE . He dials his phone. You? Oh.CONTINUOUS Mierzwiak dials his phone and waits.. do we talk about this. I can't believe I've been sitting right in front of it for a year. distracted. LACUNA RECEPTION AREA . He signs it. Howard.. Joel works in his cubicle over the light table. Mary. enters with the papers. INT. it back. unable to make eye contact. He seems JOEL Hi. You thought it best.. Not too much. hands He hangs up. MARY I need this signed. good! INT. Mary.87. or what? MIERZWIAK I don't know what I'm supposed say. hi! How are you? I know. I hear myself talking about having sex with you and I can't even imagine you naked. that's great! Congratulations! Maybe I could buy you dinner to celebrate? Tonight? I'm free. I can't even say "naked" to you! MIERZWIAK I have a family. I want to do the right thing here. (off her stare) . It's been a long time. It's like listening to someone else's story. He takes it. MARY Do you love me? Did you love me? Something. He's nervous. MIERZWIAK It was a mutual decision. Naomi? Yeah. I mean. I love you! How could you -MIERZWIAK I didn't make you.. She looks through her reception window at the sad people waiting in the lobby with their bags of stuff. I listened to my tape. Okay.

I'm sorry. (awkward pause) I have been seeing someone for a little while. That's great! NAOMI A religion instructor at Columbia. too. you haven't been involved with anyone in all this time? JOEL It's been a pretty lonely couple of years. She looks at him for a long while.the break-up. look. NAOMI I'm sorry. they have fallen back into almost immediately.NIGHT Joel and Naomi are in bed having sex. NAOMI (oddly cautious) So. There are certain sexual routines. JOEL So you think the dissertation will get published? . She sticks her tongue in his ear in a way that's trying to be sexual but just feels embarrassing to him. INT. it was my fault -. habits.. JOEL I'm sorry. she screams. NAOMI Miss you. They finish and lie there.NIGHT Joel sits across from Naomi. But. sweetie.. I really shouldn't have -NAOMI I'm glad you called. NAOMI Oh. JOEL Well. JOEL'S BEDROOM . out of frustration. It really does cut both ways. good guy. We were taking each other for granted and -JOEL I miss you. A Then. RESTAURANT .88. I take full responsibility. He's a good guy. INT. JOEL (trying for enthusiasm) Oh! Great.

An almost empty train pulls into that platform. JOEL'S APARTMENT . Joel is among them. dials the phone. Sitting there are piles of the files from work. Joel gets on the train and watches the business commuters through the dirty window as his train pulls out of the station. Suddenly. Yeah.MORNING The platform is crowded with business commuters.NIGHT Joel says goodbye to Clementine. INT. She copies it onto an envelope.t know. NAOMI I don. Joel turns and makes his way through the crowd. it's Joel. COMMUTER TRAIN STATION . copies the name and address onto an envelope stuffs the file and tape cassette in. Naomi. CLEMENTINE'S APARTMENT . She's a wreck. I'm not sure there's a big public demand for books on Calvinism and Misogyny. CLEMENTINE When? JOEL Tomorrow? Tonight. CLEMENTINE So you'll call me. She pulls another file out. She pulls the top one out. right? JOEL Yeah.NIGHT Clementine lies in bed with Patrick. MARY'S APARTMENT . This one has Joel's name on it. She has been crying all night. tromping through the snow. Joel exits.MORNING Mary gets out of bed. CLEMENTINE'S APARTMENT . lines. He climbs the stairs. INT.89. JOEL Hi. drops his overcoat on a chair. She puts on some coffee then crosses into the living room area. INT. CLEMENTINE Just to test out the phone JOEL . The platform across the tracks from them is empty. crosses the overpass and makes his way to the empty platform. INT. EXT. We stay on Clementine as she watches Joel head to his car.NIGHT Joel enters.

NAOMI 'Night. NAOMI ON MACHINE (cheerful) Hi. Joel flips on messages with volume down. JOEL We'll speak soon. I really NAOMI So I'm going to get some sleep. Did you get NAOMI'S VOICE Yeah. (pause) Naomi.. you're okay. NAOMI'S VOICE Hi. it's just.. so. I suppose so.. JOEL How's it going? NAOMI'S VOICE Good.90.. I called you at work today. I tried you at home.. They JOEL I had to take the day to think. said you were home sick. Where are you?! I had a really nice time last night.. my message? JOEL I just got in. I know. JOEL There you are. NAOMI'S VOICE Long day thinking.. I'm afraid if we fall back into this fast without considering the problems we had. I'm glad She hangs up and Joel stands there for a minute feeling . Just wanted to say hi. I suppose you're right. NAOMI Okay. JOEL I had a good time last night. They told me you were sick! So. I'm home.. did. Joel. hi. Call me. JOEL Yeah. Call me! NAOMI'S VOICE That's me.

CLEMENTINE Isn't it? She runs and slides on the ice.. She takes his hand and he is suddenly imbued with confidence. then he dials the number on a piece of paper. honeymoon on ice. CLEMENTINE'S VOICE Tomorrow night. Joel follows nervously. CLEMENTINE'S VOICE Ha Ha! You said.91. Please. It's really solid this time of year. JOEL I don't know. EXT. He hesitates then gingerly makes his way over to her. What if it breaks? CLEMENTINE What if? Clementine lies on her back and stares up at the stars. Joel is by himself now. is paralyzed. CLEMENTINE Don't worry. I do. She squeezes his hand. CHARLES RIVER .NIGHT Clementine steps out onto it.. JOEL I don't know. I do. She reaches for his hand and gently pulls him down. JOEL I think I should go back. He lies on Joel . I guess that means we're married. He looks back at the shore. Hmmm. CLEMENTINE Joel. CLEMENTINE'S VOICE What took you so long? JOEL I just walked in. come here. JOEL I guess so. creepy. CLEMENTINE'S VOICE Do you miss me? JOEL Oddly enough. JOEL (CONT'D) This is so beautiful.

JOEL I'm nervous because I have and enormous crush on you. Joel -JOEL -. CLEMENTINE Show me which constellations you know. MONTAGE We see people going to their mailboxes.92. doesn't say anything and snuggles closer to him. did you want to make love? CLEMENTINE Make love? Have sex. CLEMENTINE That's okay. you obviously don't know me. Oh. his back beside her. confused. um. their bodies touching. Yeah? JOEL I wouldn't have thought that. This seems like the perfect romantic exotic place to do it and -CLEMENTINE Hey. JOEL Listen. JOEL Y'know -CLEMENTINE CLEMENTINE Well.and I'm just too nervous around you right now. One by one they open the envelopes and pull out tapes. disbelieving reactions as people listen to their tapes.. They look up at the stars. She smiles. CLEMENTINE'S APARTMENT . I -JOEL I'm sorry. I just wanted to say that. EXT. too. but out of shyness. doesn't. finding manila envelopes. We see stunned. JOEL Because I just am not drunk enough or stoned enough to make that happen right now. She smiles up at the sky.. She holds his hand.DAY . He wants to turn to her. CLEMENTINE I'm nervous.

I have to go. JOEL'S APARTMENT . . CLEMENTINE'S VOICE I spoke to my friend Magda. JOEL That's what you have to say? How could it be true? I never even heard of any procedure like this. She pauses nervously. listens. They say it's like waking a sleepwalker.93. "Is it true?" INT. then speaks: CLEMENTINE Call someone who'd know. CLEMENTINE'S VOICE Yeah? JOEL Did you send this? Is it a joke? CLEMENTINE'S VOICE I probably got the same thing as you. He dials the phone. It's a joke. ROB AND CARRIE'S KITCHEN . Joel is immersed in the several page document.CONTINUOUS Joel hangs up. It's my voice on the tape. reads the enclosed file. INT. sticks the cassette tape in his stereo. Joel dials the phone. JOEL It's true. INT. It is true. Joel drops Clementine off. We hear over and over: "Is this true?". now on the phone. I have to think.DAY Carrie is on the phone. Joel. JOEL'S APARTMENT . JOEL Look. MONTAGE We see the people we saw opening envelopes. He opens a manila envelope. She kisses him. I haven't even told anyone I've met you. JOEL I mean. "Do I know you?". CARRIE Yes. "Did this really happen?". Maybe.A FEW MINUTES LATER Joel enters with his mail. Who would even know to do this? CLEMENTINE'S VOICE (matter of fact) Maybe it's true then. I know. We weren't supposed to say anything.

(reading) Says you were jealous and suspicious. griping and overly-familiar and He just .94. sweetheart. Please. We've made love. And we were so sweet and shy and inept with each other last night. CLEMENTINE Says you were closed off.. JOEL Says you were a slob. (laughs) It's sexy that we were like a married couple. leaving trails of panties and dirty socks in your wake. non communicative. CLEMENTINE (laughing) A bully? Moi? JOEL That's what it says. JOEL Says you were a bully. INT. never told me what you were feeling. CLEMENTINE Did I use the term "sexual conquests" or is that your way of putting it. JOEL Says you would sometimes disappear all night. CLEMENTINE'S VOICE Joel. CLEMENTINE'S VOICE (CONT'D) Come over here.. sounds like me.LATER Joel and Clementine review their separate Lacuna packages together. CLEMENTINE'S APARTMENT . you picked on me for being passive and timid. man. we've fucked. You drank too much. CLEMENTINE Well. then brag to me about your sexual conquests. Sorry. Like a million times. CLEMENTINE Says you were constantly calling me a slob. Isn't that lovely? Joel doesn't know what to say as this registers. CLEMENTINE Doesn't sound like me. JOEL I don't know. stands there dumbly.

a stunned-looking lot. Mierzwiak is pale and pacing. MIERZWIAK'S OFFICE . He stares at her. She smiles at nervous Joel. Stan. bored. Stan. She takes off her shirt. There is a new woman in the reception window. The file cases behind her are bare.. (to Stan) He says he needs to see you. Mierzwiak. But I only see it as a fantasy version of reality. now crowded with people holding their files. RECEPTIONIST (into phone) Mr. kisses him. CLEMENTINE (CONT'D) You know my body like the back of your hand. Cleaned up enough to be erotic. his arms wrap around her waist for the first time. INT. She approaches him. never seen this body before. Please just tell Howard I'm here to clean out my desk.Yes sir. INT. WAITING ROOM . . CLEMENTINE We should have sex. Stan is here to -. She unbuttons her blouse. It's old hat for us. CLEMENTINE (CONT'D) Every curve.MORNING Stan enters the waiting room. every freckle. I used to work here. mad as she was. As He has clearly MIERZWIAK She should not have done this. LACUNA LTD.95. Howard..MOMENTS LATER Stan enters. as justifiably -- STAN I don't know what you're talking about. Don't you think? JOEL (considering) I sort of do. RECEPTIONIST May I help you? STAN I work here. JOEL You're so beautiful.

passing the time best I can till I can see you. so I called everybody I know and asked them to tell me everything. We'll take care of it. It's like waking a -YOUNG WOMAN I don't know what to do. MIERZWIAK This is why people must never be told.. Panties and -His phone rings. Mierzwiak turns up the volume on a small video monitor looking in on the lab.96. JOEL You must have been crazy. CLEMENTINE'S VOICE God. Before I thought I was depressed for no reason.. y'know. ma'am. He is in the process of interviewing a sad young woman. MIERZWIAK I know you don't like me much. She of all people should know this is a dangerous thing she's doing. Whatcha doing? JOEL I'm just. Stan. . CLEMENTINE'S VOICE Guess what I'm wearing. it's Joel. Now it's like I've been assigned a reason. MIERZWIAK Mary has stolen our files and is sending them back to people. PATRICK This never should've happened. CLEMENTINE'S VOICE Hey.DAY Joel works over his light box. but please talk to Mary. STAN Jesus. OFFICE . where Patrick has clearly taken over Stan's position. I can't believe I ever hated you. I'm losing my mind. but it's in the form of a story. YOUNG WOMAN . JOEL I don't know. Now I know my entire history with him. JOEL Hi. lover. INT.

MARY What do you want. INT. Howard is a .. I just -. MARY'S APARTMENT . You haven't yet started to think of it as my "gratuitous need to shock. CLEMENTINE Meet me after work by the old mill. Yay. MARY They have a right to know. He does. out coffee. CLEMENTINE You're still excited by my irreverence. MARY Then why did you ask me? STAN I don't know. sees the tapes and the stuffed envelopes on the floor.there are a lot of really confused people showing up at the office..DAY Mary opens the door. house. JOEL Jesus. CLEMENTINE'S VOICE Your dried cum." JOEL I can't stop thinking about you. I brought some -- Stan stands there with two cups of take MARY She steps aside for Stan to enter. Stan? STAN Can I.97. STAN Hi. STAN (CONT'D) What's this? MARY Nothing. Is that somewhere we -Come by my JOEL What old mill? CLEMENTINE I just wanted to say that. Oh. STAN I know what it is. looks around.

He stands there dumbly. slumps into a ball on a chair. PARK . (suddenly weeping) I can't remember my baby! I can't remember my baby. . SAD WOMAN'S VOICE I was by myself in the park because my friend Davia was sick that day. please. a scruffy dog on a leash. then: MARY (small) I don't want to hurt people. STAN The office is filled with people who want their memories re-erased. Stan. There was this smiling man walking a little bushy dog -Vague shots of a man smiling.98. Mary STAN Mary. I was on a swing. What do you think of that? That's from my quote book. SAD WOMAN'S VOICE (CONT'D) The man said something like. EXT. They look at each other. He steals the truth. What if no one remembers? What does that do to the world? (beat.. thief. his voice overlapping with the woman's. Do you understand that? Stan doesn't know what to say.. MARY (hysterically) Remember the Alamo! STAN Mary. (breaking down) But these things happened! All these little sadnesses. Long pause. Those who cannot remember the past are condemned to repeat it. the big ones. people come to him voluntarily. MARY I won't allow it. SAD WOMAN'S VOICE (CONT'D) Remember the Alamo! This is hurting people. quietly) Someone has to remember. "He's friendly --" Vague shot of the man.AFTERNOON Vague elliptical images of a young girl on a swig. It existed and I can't even remember.

SAD WOMAN'S VOICE He took me to his car and . MARY May I help you? DISTRAUGHT WOMAN I'm here for Dr.. . looks up.99. startled. The distraught woman is standing there.. INT. She switches off the tape." MAN He won't bite. COMMUTER TUBE . be with you momentarily. She has been crying.he won't bite. please have a seat. Vague shot of the girl being raped. INT. "-. Mierzwiak. MAN Do you want to give him a biscuit? The girl nods. A soldier on a battlefield looking at his slaughtered friends. There's a pile of tapes next to her. We move into her eyes. You can pet him if you Shot of the girl petting the dog. My name is The doctor will Mary presses an intercom button. MARY Yes. The woman sits. her giant manuscript in her lap. want. with a headset on. VAGUE SPACE Vague reenactments of memories intermingle in this undefined space: The young girl being raped by the man in the car. She switches the tape back on. Helene Kernfeld. MARY (CONT'D) Howard.. your 10:30. as she travels over the New York skyline..DAY The old woman is staring off blankly.DAY Mary. MAN (CONT'D) They're in my car. Why don't you -DISTRAUGHT WOMAN'S VOICE Excuse me? Hello? INT. LACUNA RECEPTION AREA .

INT. but don't hear the recording.DAY It's modern and well-appointed. The aftermath of a car accident from the driver's POV. conceals it. Old Howard mutters something and disappears into the back. OLD MAN'S OFFICE . slips on earphones and listens. Old Mary looks up. A little boy being called "faggot" by an endless succession of boys. OLD WOMAN (MARY) (CONT'D) May I help you? SECOND OLD WOMAN I'd like to make an appointment. We watch the color drain from her face. He can probably take you right away for an initial consultation. somewhat wearily but attentively. INT. OLD WOMAN (MARY) I think the doctor is free this morning.. removes a small disc. OLD MAN How are you today. Old Mary pulls out a file from behind.100. from the woman's point of view. I. places it in a machine on her desk. An old man enters. seems a bit startled. It's unbecoming on you. don't try.. Mary having an abortion. WAITING ROOM . find you physically repulsive! I can't even look at you! They look at each other in silence.A FEW MINUTES LATER Old Howard works at his desk. I OLD WOMAN (MARY) Well. The old woman enters. She takes some pills with water. MAN I. A couple fighting.. turns off the tape. Howard. Still dying. Another old woman enters the office. drops her manuscript into the drawer.. OLD MAN (HOWARD) You don't have to jump down my throat. INT.DAY The old woman and her chair lift out of the line of commuters. Mary? OLD WOMAN (MARY) Let's see. sits behind the reception desk...I. The second old woman smiles gratefully. COMMUTER TUBE .. Old Mary enters with the . was trying to be nice..

She'd like to talk to you. but there is no response. INT. A tape recorder starts up and his computer screen lights up so only he can see it. SECOND OLD WOMAN (CLEMENTINE) Well. It's late.) I remember Joel and I were having breakfast -INT. three years ago at a senior dance. The old man looks up from his cereal and stares blankly...O. Please have a seat. . the tube is mostly empty. SECOND OLD WOMAN (CLEMENTINE) (V. SECOND OLD WOMAN (CLEMENTINE) (V. He joins her.. all of them involving Joel Barish. this is Clementine Kruczynski.O.O. On it we see a whole file on Clementine Kruczynski: a list of fifteen dates of previous erasures stretching back fifty years. The old woman with the earphones is dead. TUBE . Old Howard and the old Mary eye each other. why don't you begin by telling me why you've come here.) (CONT'D) He just stared at me as if I didn't exist. OLD MAN (HOWARD) Hello. second old woman. TUBE . OLD WOMAN (MARY) Dr. Nice to meet you.NIGHT The old woman (Mary) travels in the commuter tube over Manhattan... I met this man. Ms. Kruczynski. INT..101. OLD MAN (HOWARD) (CONT'D) So. Joel. She sits.. He indicates a sitting area. just a dead stare. SECOND OLD WOMAN (CLEMENTINE) (V. Mierzwiak. She has earphones on. The woman smiles.) -.I said something like we should go upstate and see the leaves change. We'd both been alone for so long and. her eyes glassy and unseeing.CONTINUOUS The second old woman's (Clementine) voice drones tinnily on in the distance. OLD MAN (HOWARD) (CONT'D) Would you mind if I tape our discussion? She shakes her hear. As if I had never existed. He punches a couple of buttons on his computer console.... VAGUE SPACE An old man and the second old woman eat breakfast.

Her machine picks up. END . What had I done with my life? I was alone so long. One of the technicians reaches over and presses the "erase" button on the machine. SECOND OLD WOMAN'S APARTMENT . What's going on. We need to speak.) -.his eyes used to be so filled with love. BLACK. SECOND OLD WOMAN (CLEMENTINE) (V.102. Clem? Why won't you call me back? Please call me. INT. it's Joel. How can I go back to being alone after seeing love? I was alone for so long. The woman's bedside phone rings. hooked up to modern versions of the erasing machines. Two young technicians monitor the equipment. The machine clicks off. But it was gone. After a moment: OLD MAN'S VOICE Hi.NIGHT The old Clementine is unconscious on her bed.O.