As Good as It Gets

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As Good As It Gets is a 1997 film about a misanthropic author, a waitress, and a gay artist who form an unlikely friendship after the artist is in an accident.

Directed by James L. Brooks. Written by James L. Brooks and Mark Andrus.

Melvin Udall[edit]

  • [to Verdell, as he throws him down the garbage chute] This is New York. If you make it here, you can make it anywhere.
  • [to Simon Bishop] As long as you keep your work zipped up around me, I don't give a rat-crap when or where you shove your show. Are we done being neighbors for now?
  • [trying to write] "Love was..." [Simon Bishop knocks on his door] Son of a BITCH! Pansy-ass stool pusher!
  • [to Simon Bishop] Well, I work all the time. So never, NEVER interrupt me, okay? Not if there's a fire. Not even if you hear the sound of a thud from my home, and one week later, there's a smell coming from there that can only be a decaying human body, and you have to hold a hanky to your face because the stench is so thick that you think you're gonna faint - even then, don't come knocking. Or, if it's election night, and you're excited and you wanna celebrate because some fudge-packer that you date has been elected the first queer president of the United States, and he's going to have you down to Camp David, and you want someone to share the moment with. Even then, don't knock. Not on this door. Not for ANY reason. Do you get me, sweetheart?
  • [to Verdell] I think it's a beautiful day for our walk today. Very nice. [Verdell is avoiding the cracks in the sidewalk, just like Melvin does. Melvin slows and observes the dog mirroring his behavior. Verdell carefully places his paws again to avoid a crack in the sidewalk.] What? Huh? [to Verdell] Hey! Hey! [He laughs out loud.] Look at that! Look at him! [He puts on plastic gloves.] I've gotta give you something. I gotta give you something real good, too. Now, I'm gonna show it to you. Come on, buddy. [He lifts Verdell to eye level.] Don't be like me, don't you be like me. You stay just the way you are 'cause you are a perfect man, and I'm gonna take you home and get you something to eat.
  • [to Verdell, affectionately] Yes, I hate the doggy! Yes, I hate the doggy!
  • Worst sidewalk in New York. Look where they put it.
  • [to patients in Dr. Green's waiting room] What if this is as good as it gets?
  • [to Brian] I'll be quiet. Just let me stay here. No problem. Go get Carol. Get her here. I'm not a - a prick. You are. I'm not judging. I'm a great customer. This day has been a disaster. I'm not sure if I can handle this, too.
  • [to Simon Bishop] Nelly, you're a disgrace to depression.
  • [to Simon Bishop] Quit worrying. You'll be back on your knees in no time.
  • [about Carol Connelly's promise to never sleep with him] "Never," she says. "Never," she says.
  • [introducing Carol Connelly and Simon Bishop to each other] Carol, the waitress, Simon, the fag.
  • [to the bartender] The next thing I know, she's sitting right there next to me. Well, it's not right to go into details. I got nervous. I screwed up. I said the wrong thing. Where if I hadn't, I . . . I could be in bed right now with a woman who, if you make her laugh, you got a life. Instead, I'm here with you. No offense, but a moron pushing the last legal drug.

Carol Connelly[edit]

  • [to Melvin Udall] If you ever mention my son again, you will never be able to eat here again. Do you understand? Give me some sign you understand, or leave now. Do you understand me, you crazy fuck?
  • [to Melvin Udall] I want your life for one minute where my biggest problem is someone offering me a free convertible so I can get outta this city.
  • [to Melvin Udall] You look so s- . . . [She stops herself from saying "sexy" and regathers.] You look, uh, great. You look great.
  • [to Melvin Udall] When you first came into breakfast, when I first saw you, I thought you were handsome. Then, of course, you spoke.

Simon Bishop[edit]

  • [to Melvin Udall] You don't love anything, Mr. Udall.
  • [to Vincent Lopiano] Okay. Wh - What I do is I watch. You ever watch somebody who doesn't know that you're watching them? An old woman sitting on a bus or kids going to school or somebody just waiting, and you see this flash come over them, and you know immediately that it has nothing to do with anything external because that hasn't changed. And when you see it, they're just sort of realer, and they're more alive. I mean, you look at someone long enough, you discover their humanity.
  • [to Verdell] Do you miss the tough guy? [imitating Melvin] Well here I am, sweetheart! Happy to see me, ya little piss-ant mop!? How 'bout another ride down the chute?!
  • [to Melvin Udall] Rot in hell, Melvin.
  • [to Melvin Udall] Is this fun for you? Hm? You lucky devil. It just keeps getting better and better, don't it. I'm losing my apartment, Melvin. And - and Frank, he wants me to beg my parents, who haven't called me for help. And I won't. And . . . I . . . I don't want to paint anymore. So, the life that I was trying for is over. The life that I had is gone, and I'm feeling so damn sorry for myself that it's difficult to breathe. It's high times for you, isn't it, Melvin? The gay neighbor is terrified. Terrified!
  • [to Melvin Udall] Lucky for you, you're here for rock bottom. You absolute horror of a human being.
  • [to Carol Connelly] But you're beautiful, Carol. Your skin, your long neck, the back, the line of you. You're why caveman chiseled on walls.

Frank Sachs[edit]

  • [to Melvin Udall] You wanna say no to me? You wanna say no to me? 'Cause I've never felt this crazy as I do right now. I almost want you to say no.
  • I'm in a freefall here!


Simon Bishop: Have you seen Verdell?
Melvin Udall: What does he look like?
Simon Bishop: My dog. You know, my dog with the adorable face? Don't you know what my dog looks like?
Melvin Udall: Oh, I got it. You were talking about your dog. I thought it was the name of that colored man I've been seeing in the halls.
Simon Bishop: Which color was that?
Melvin Udall: Uh . . . like thick molasses, with a broad nose. Perfect for smelling trouble and prison food.

[Frank Sachs knocks on Melvin Udall's door.]
Melvin Udall: Oh, now I'm pissed! Now, I am really pissed!
[Melvin jerks his door back open. Frank immediately grabs Melvin by his shirt and jerks him forward.]
Melvin Udall: Oh! Don't touch! Don't touch!
Frank Sachs: Sh! Sh!
Melvin Udall: Don't touch.
Frank Sachs: Shut up!
Melvin Udall: Don't.
Frank Sachs: You think you can intimidate the whole world with your attitude, but you don't intimidate me. I grew up in hell, home boy! My grandmother had more attitude.
[Melvin calls for help.]
Melvin Udall: Police! Donut-munching morons! Help me! Help me!
Frank Sachs: [to Melvin Udall] Sh!
Melvin Udall: Help me!
Frank Sachs: [to Melvin Udall] Stop it! Sh!
Melvin Udall: [to Frank Sachs] Assault and battery, and you're black!
Frank Sachs: I like Simon! I like him enough to batter you unrecognizable if you verbally abuse him or so much as touch that dog again. Meantime, I'm gonna think of some way that you can make it up to him.
[He is suddenly loud.]
Frank Sachs: I hate doing this! I'm an art dealer.
[There is a beat.]
Frank Sachs: Have a nice day.
[He runs off.]
Frank Sachs: Okay! Party!

Woman at table: I said, "You love me the way you do your remote control as long as I switch every time you press one of my buttons."
Man at table: That's great! That's terrific--
Melvin Udall: People that talk in metaphors oughta shampoo my crotch. [after the couple look at Melvin] Eat up.

Melvin Udall: [Walks up to the couple he harassed earlier] How much more you got to eat? [Couple look at Melvin quizzically] Appetites aren't as big as your noses, huh?
Woman at table: [Puzzled] What?

Carol Connelly: What are you doing with a dog?
Melvin Udall: Suckered in. Set up. Pushed around.
Carol Connelly: You're not worried someone might take it?
Melvin Udall: Well, not until now for Christ sake.

Melvin Udall: [to Carol Connelly] How old are you?
Carol Connelly: Hah!
Melvin Udall: If I was gonna guess by your eyes, I'd say you were 50.
[Carol looks at Melvin.]
Carol Connelly: If I went by your eyes, I'd say you were kind. So, so much for eyes. But as long as you bring up age, how old are you?
Melvin Udall: Oh, no, no, no, I mean not -
Carol Connelly: I mean, 'cause you brought it up.
Melvin Udall: In other words -
Carol Connelly: No, I'm curious if you brought it up.
Melvin Udall: In other words, you're not - not that you're ugly, that's not what I'm saying.
[Carol laughs out loud.]
Carol Connelly: Easy, easy, pal. I can take the compliment, but my knees start knocking when you turn on the charm full blast.

[Melvin Udall enters the office of his psychiatrist Dr. Green.]
Melvin Udall: Hi. Help!
Dr. Green: If you want to see me, you will not do this. You will make an appointment.
Melvin Udall: Dr. Green, how can you diagnose someone as an obsessive-compulsive disorder and then act as though I had some choice about barging in?
Dr. Green: There's not going to be a debate. You must leave.
Melvin Udall: You said you could help me! What was that? A tease?
Dr. Green: I can help you if you take responsibility to keep regular appointment -
[Melvin suddenly interrupts.]
Melvin Udall: You changed the room around.
Dr. Green: Two years ago. I also regrew my beard, but you're not interested in changes in me. So, it's like I always -
Melvin Udall: Sh. I don't have this mountain of available time. I have to get to my restaurant on time. Now, do you know how hard it was for me to come here?
Dr. Green: Yes.
Melvin Udall: Thank you.
[He starts for the office.]
Dr. Green: No, we're not doing this now.
Melvin Udall: I changed just one pattern. You always said I should.
Dr. Green: No. Nope.

Melvin Udall: [to Carol Connelly] I'm hungry.
[He sees Carol's astonished look.]
Melvin Udall: You've ruined my whole day. I haven't eaten.
Carol Connelly: What are you doing here?
[Melvin ignores this question, instead answering a charge that he had imagined that Carol might have taken.]
Melvin Udall: This is not a sexist thing. If you were a waiter, I'd be saying the -
Carol Connelly: Are you totally gone? This is my private home.
Melvin Udall: I'm trying to keep emotion out of this. Even though it's an important issue to me, and I have very strong feelings on the subject.
Carol Connelly: What subject? That I wasn't there to take crap from you and bring you eggs? Do you have any control over how creepy you allow yourself to get?
Melvin Udall: Yes, I do, as a matter of fact. And to prove it, I have not gotten personal, and you have. Why aren't you at work? You sick? You don't look sick. Just tired and bitter.
Carol Connelly: My son is sick, okay?
[She crosses to the sink to dump the ice. Melvin takes a step inside.]
Melvin Udall: What about your mother?
Carol Connelly: How do you know about my mother?
Melvin Udall: I hear you talking while I wait.
Spencer "Spence" Connelly: [offscreen] Mom, I finished my juice.
Carol Connelly: I'm sorry, honey. One sec.
Spencer "Spence" Connelly: [offscreen] Mom.
[He walks into the room. Melvin is uncomfortable.]
Melvin Udall: [to Spencer "Spence" Connelly] How ya doing?
[Spence just stares at Melvin, who becomes miffed.]
Melvin Udall: You should answer someone when they speak to you.
[Carol eyes Melvin with disgust and disbelief.]
Carol Connelly: I'm sorry, Melvin! That's it! I cannot handle you teaching my son manners!
[She pushes Melvin out the door and closes it in Melvin's face.]
Melvin Udall: Ow!

[Carol Connelly carries Spencer "Spence" Connelly through a class of uniformed kids from a Catholic elementary school. Carol Connelly spots Melvin Udall who is about to enter a cab.]
Carol Connelly: Melvin, wait!
[Melvin turns to face Carol and the school kids, who pick up the chant in unison.]
School kids: Melvin, wait! Melvin, wait! Melvin, wait! Melvin, wait! Melvin, wait! Melvin, wait!
Melvin Udall: Shut up, kids!
[The school kids immediately obey as Carol approaches Melvin.]
Carol Connelly: Give us a lift, would you, Melvin?
[Melvin is thrown and pauses a beat.]
Melvin Udall: A lift? Okay? [to Spencer "Spence" Connelly] Cover your mouth while you cough, kid.
Spencer "Spence" Connelly: I won't.

[Carol enters the hospital.]
Melvin Udall: Any chance you'll be back at work today?
Carol Connelly: No! Stay away from me! God!

Receptionist: How do you write women so well?
Melvin Udall: I think of a man. And I take away reason and accountability.

Carol Connelly: Fucking HMO! Bastard pieces of shit!
Beverly Connelly: Carol.
Carol Connelly: I'm Sorry.
Dr. Martin Bettes: It's okay. Actually, I think that's their technical name.

Carol Connelly: Uh, can we get you anything else? Do you want some, uh, water or some coffee?
Dr. Martin Bettes: No, thank you.
Carol Connelly: A couple of female slaves?

Melvin Udall: [answering the door] Is he dead yet?
Nora Manning: No! I was wondering, would there be any way that you would be willing to walk his dog for him.
Melvin Udall: Absolutely.
Nora Manning: You're a wonderful man. Two o'clock would be a good time, and here is the key in case he is asleep. Open the curtains for him, so he can see God's beautiful work. And he'll know that, even things like this, happen for the best.
Melvin Udall: Where did they teach you to talk like that, in some Panama City "Sailor wanna hump-hump" bar, or is it getaway day and your last shot at his whiskey? Sell crazy someplace else, we're all stocked up here.

Carol Connelly: [to Melvin Udall] I'm not going to sleep with you. I will never sleep with you. Never, ever. Not ever.
Melvin Udall: I'm sorry, but, um, we don't open for the no-sex oaths until nine a.m.
Carol Connelly: I'm not kidding.
Melvin Udall: Okay. Anything else?

Beverly Connelly: You are not still writing that thank you note?
Carol Connelly: I'm on my last page. How do you spell "conscience"?
Beverly Connelly: C-o-n-s-c-i-e-n-c-e. Look, I got Sean from the bakery to come babysit so we could go out.
Carol Connelly: I still don't feel safe leaving Spencer with someone. Could you spell that again, please?
Beverly Connelly: Spencer's okay. You better finding something else to do with your free time. [to Sean] Sean, are you hungry?
Sean: [offscreen] Yeah.
Beverly Connelly: All right. We got pizza. Carol and I are going out. Sausage pepperoni. You wanna make this later for you and Spencer?
Sean: [offscreen] Great.
Beverly Connelly: [to Carol Connelly] We are going out like people do. If you can't feel good about this break and step out a little . . .
[She struts and pumps her arms.]
Beverly Connelly: . . . then I - I think you ought to have Mr. Udall send you over a psychiatrist.
[Carol replies more emotionally than she intended.]
Carol Connelly: I don't need one 'cause I know what's really going on here. I gotta finish this letter, or I'll go nuts.
Beverly Connelly: Carol?
Carol Connelly: This can't be right. Con-science?
[She breathes heavily, gets control, and stops herself on the brink of crying.]
Beverly Connelly: Carol? What?
[She nods. Carol breaks down in tears.]
Carol Connelly: It's very weird now not feeling that stupid panic feeling inside me all the time. Without that, I just start thinking about myself, and what good does that ever get anybody? Today, on the bus, there was this adorable couple, and I felt myself giving them a dirty look. I just had no idea everything was . . .
[She makes forceful hand gestures.]
Beverly Connelly: Go ahead.
Carol Connelly: . . . moving in the wrong direction. Away from a time when I remembered what it was like to have a man to anything . . . hold fucking - sorry . . .
Beverly Connelly: No, it's okay.
Carol Connelly: . . . hands with, for Christ's sake. And I felt almost really bad that Dr. Bettes is married. Which is probably why I make Spencer hug me more than he wants to. The poor kid doesn't have enough problems. He has to make up for his mom not getting any. Who needs these thoughts?
Beverly Connelly: So, what, are you saying that you're frustrated -
Carol Connelly: Leave me be! Why are you doing this? What is it you want? I hope getting me thinking about everything that's wrong when all I want to do is not do that has some purpose. Really, Mom, what is it you want? What?
Beverly Connelly: I want us to go out.
[There is a beat.]
Carol Connelly: Okay.

[Carol Connelly hands Melvin Udall a letter of thanks.]
Carol Connelly: Now, this is for - for later.
Melvin Udall: What's this?
Carol Connelly: Um . . . it's a note.
Melvin Udall: A note?
Carol Connelly: Yeah, it's a thank you note.
Melvin Udall: Thank you note? No, no, no.
Carol Connelly: You can read it later.
Melvin Udall: No. No thank you. No. No thank you note. No, no, no, no.
[He hands the note back to Carol.]
Melvin Udall: Thank you. Thank you.
[Carol leaves.]
Frank Sachs: She's nice.
Melvin Udall: Yeah.
Frank Sachs: Real nice, huh?
Melvin Udall: Really nice. Shouldn't that be a good thing, telling somebody, "no thanks required"?

Frank Sachs: If there is some mental health foundation that raises money for people like you, please be sure to let me know.
Melvin Udall: Last word freak.

Carol Connelly: So, anything else?
Melvin Udall: Yeah. I'm gonna give my queer neighbor a lift to Baltimore.
Carol Connelly: Okay.
Melvin Udall: Hey. What I did for you, it's, uh, working out?
[There is a breath.]
Carol Connelly: What you did changed my life.
[She offers him the thank you note.]
Melvin Udall: No, uh . . . no - no thank you note.
Carol Connelly: Well, part of what I said in this entire history of my life, which you won't read, is that somehow, you have done more for my mother, my son, and me, than anyone else ever has, and . . .
[She opens up the letter and looks for a page.]
Carol Connelly: . . . I'm just gonna read you this part of it. "And that makes you the most important, surprising, generous person I ever met in my life and that you're gonna be in our prayers, our daily prayers, forever."
Melvin Udall: Lovely.
Carol Connelly: I . . . I also wrote one part . . . I'm just gonna say I - I wrote I'm sorry. I . . . I was talking about I was sorry when I - when I got mad at you for - for when you came over, and you told my . . .
Melvin Udall: Uh-huh.
Carol Connelly: . . . son that he ought to answer back so I wrote that I was sorry about that.
[Melvin is wildly uncomfortable and wants to disappear, but Carol is getting into it, being emotionally moved by her own words.]
Carol Connelly: And then I . . . I wrote I was sorry for busting you on that, and I'm sorry for busting in on you that night . . . when I said I was never . . . I was sorry, and I'm sorry for every time your food was cold and that you had to wait two seconds for a coffee filler, and I'm sorry for never spotting, right there at the table in the restaurant, the human being that had it in him to do this thing for us. I'll just - you know what? I'm just gonna start from the beginning. "I have not been able to express my gratefulness to you even as I look at the word 'grateful' now, it doesn't begin to tell you what I feel . . ."
[She finally notes Melvin's mood and pauses.]
Melvin Udall: Uh, that's, uh, nice of you. Thank you.
Carol Connelly: Thank you.
Melvin Udall: Now, I want you to do something for me.
[Carol looks at Melvin for a very strange, long beat.]
Carol Connelly: I'm sorry. Didn't I say, "What?" I thought I said, "What?" . . . What?
Melvin Udall: I want you to go on this trip.
[Carol laughs.]
Carol Connelly: No, sir.
Melvin Udall: I can't do this without you. I'm afraid he might pull the stiff one eye on me. I need you to chaperone. Separate everything but cars. You said you like convertibles. Now, I'm on the hook.
Carol Connelly: I'm sorry. "The stiff one eye"?
Melvin Udall: Two days.
Carol Connelly: I can't. I work.
Melvin Udall: You get off when you want to.
Carol Connelly: My son.
Melvin Udall: Bettes said he's doing fine.
Carol Connelly: Melvin, I'd rather not.
Melvin Udall: What has that got to do with it?
Carol Connelly: Funny, I thought it was a strong point.
Melvin Udall: Write a note. Ain't she sweet? I need a hand, and where'd she go.
Carol Connelly: Are you saying accepting your help obligates me?
Melvin Udall: Is there any other way to see it?
Carol Connelly: No.

Simon Bishop: Well, I always painted. And my - my mother always encouraged it. I mean, she was really sort of - she was sort of fabulous about it actually . . . and she used to . . . you know, I was too young to think anything wrong with it, and she was - she was very natural. So, she used to pose nude for me . . . and I always thought, or I guess I assumed that my father knew about it.
Melvin Udall: This stuff is pointless.
Carol Connelly: Hey! Let him finish please.
Melvin Udall: You like sad stories? You wanna hear mine?
Carol Connelly: Stop! [to Simon] Go ahead. Really. Please don't let him stop you.
Simon Bishop: Um, one day, he walked in, and he found us, and he just - he started screaming.
[Melvin speaks quickly.]
Melvin Udall: My father didn't come out of his room for 11 years. He used to hit me on the hands with a yardstick if I made a mistake playing the piano. Huh?
Carol Connelly: Go ahead, Simon. So, you said he came in your room, and he was yelling?
Simon Bishop: Uh-huh.
Carol Connelly: Please. Come on.
Simon Bishop: Um, he was, uh, um . . .
Carol Connelly: Come on.
Simon Bishop: Yeah. I know. I mean, um, he was - I was - I remember I was defending my mother, and I - I was trying to, um, you know, make peace in the - the lamest way. I said . . .
[He laughs.]
Simon Bishop: I said, "She's not naked. It's art."
[He and Carol laugh.]
Simon Bishop: And he started hitting me. And he beat me unconscious. And he talked to me less and less after that. I mean, he - you know, he knew what I was before I did. And the morning that I left for college, he walked into my room, and he held out his hand, and - and it was filled with money. A big, sweaty wad of money. And he said, "I don't want you to ever come back." And I just grabbed him, and I hugged him, and he turned and walked out.
[Carol kisses her fingers and touches them to Simon's cheek.]
Carol Connelly: Hey, we all have these terrible stories to get over. You -
Melvin Udall: That's not true. Some of us have great stories. Pretty stories that take place at lakes with boats and friends and noodle salad. Just no one in this car. But, a lot of people, that's their story: good times, noodle salad. What makes it so hard is not that you had it bad, but that you're that pissed that so many others had it good.
Carol Connelly: No! I don't think so.
Simon Bishop: Not it at all, really.
Melvin Udall: Not it at all, huh?
[Simon shakes his head.]
Melvin Udall: Okay. Let's, uh, go to the hotel and, uh, tomorrow, you'll see if you can get another big wad of sweaty money out of his hand.

Melvin Udall: [to Simon Bishop] Can I ask you a personal question?
[Simon laughs out loud.]
Simon Bishop: Sure.
Melvin Udall: Ever get an erection over a woman?
Simon Bishop: Melvin . . .
Melvin Udall: I mean, wouldn't your life be easier if you weren't -
Simon Bishop: You consider your life easy?
Melvin Udall: All right. I give you that one.
[He eyes Simon's suitcase.]
Melvin Udall: Nice packing.

Head waiter: Good evening.
Melvin Udall: Hi. You have hard shells, right?
Carol Connelly: Stop asking everyone.
Melvin Udall: Just him, that's all. Okay, you can answer. We worked it out.
[The head waiter laughs.]
Head waiter: Yes, we do.
Melvin Udall: Ah.
Head waiter: Oh, and, uh, I can give you a tie and jacket.
Melvin Udall: What?
Head waiter: Oh, they require a tie and jacket, but we have some available.
[He reaches into the coat and check room and withdraws them.]
Head waiter: Sir?
Melvin Udall: No, I'm not putting that on. And in case you were gonna ask, I'm also not going to let you inject me with the plague either.
Carol Connelly: It's such a nice place. [to the head waiter] You probably have these dry cleaned all the time, don't you?
Head Waiter: Actually, I don't think so.

[Melvin Udall walks to the doorway of a men's store and stops suddenly and sees that the floor is intricately patterned, making passage for him impossible.]
Salesman: Good evening.
Melvin Udall: I need a coat and tie.
Salesman: All right. Come on in.
Melvin Udall: No.
Salesman: No?
[Melvin points at a jacket.]
Melvin Udall: Uh, that one.
Salesman: This one?
[Melvin points again at the jacket and then a tie.]
Melvin Udall: That one and this tie.

Carol Connelly: You wanna dance?
Melvin Udall: Well, I've been thinking about that since you brought it up before.
[Carol rises.]
Carol Connelly: And?
Melvin Udall: No. I - I don't get this place. They make me buy a new outfit, and they let you in with a house dress. I don't get it.
[He has no idea that he has insulted Carol. Sandbagged in extreme, she gets up, actually ready to leave.]
Melvin Udall: What? W-wait. No. Wait. Why? Where you going? No. Why? I mean, I . . . uh, I didn't mean it that way. I mean, you gotta sit down. You can still give me the dirty look, just sit down and give it to me.
Carol Connelly: Pay me a compliment, Melvin. I need one. Quick. You have no idea how much what you said hurt my feelings.
[Melvin, who is really pissed, mutters.]
Melvin Udall: The monominute that someone gets that they need you, they threaten to walk out. It never fails.
Carol Connelly: A compliment is something nice about somebody else. Now or never.
Melvin Udall: Okay.
[He waves Carol down, and she sits.]
Carol Connelly: And mean it.
Melvin Udall: Can we order first?
[Carol thinks and then nods. The waiter is across the room. This does not stop Melvin, who calls out to the waiter.]
Melvin Udall: Um, two hard shell crab dinners, pitcher of ice cold beer. [to Carol Connelly] Uh, baked or fries?
Carol Connelly: Fries.
[Melvin does not hear Carol. She speaks louder.]
Carol Connelly: Fries.
Melvin Udall: Right.
[He calls to the waiter.]
Melvin Udall: One baked, one fried.
[The waiter shouts back.]
Waiter: I'll tell your waiter.
Melvin Udall: What a waiter. [to Carol Connelly] Okay. Now, I got a real great compliment for you, and it's true.
Carol Connelly: I'm so afraid you're about to say something awful.
Melvin Udall: Don't be pessimistic. It's not your style. Okay. Here I go. Clearly a mistake. I've got this what? Ailment. My doctor, a shrink that I used to go to all the time, he says that in 50 or 60 percent of the cases, a pill really helps. I hate pills. Very dangerous thing, pills. "Hate", I'm using the word "hate" here about pills. "Hate". My compliment is that night when you came over and told me that you would never . . .
Carol Connelly: Um.
Melvin Udall: Um, all right, well, you were there. You know. You know what you said. Well, my compliment to you is the next morning, I started taking the pills.
[Carol is a little confused.]
Carol Connelly: I don't quite get how that's a compliment for me.
Melvin Udall: You make me want to be a better man.
Carol Connelly: That's maybe the best compliment of my life.
Melvin Udall: Well, maybe I overshot a little because I was aiming at just enough to keep you from walking out.
[Carol and Melvin laugh.]
Carol Connelly: How's it going with those pills? Good, I hopahopahopa. Hm.
Melvin Udall: It's - it's - it's - it's, uh, it's little by little. It's - it's - it's exhausting talking like this.
[He holds his head.]
Melvin Udall: Exhausting.
[Carol moves to the chair next to Melvin. Carol sits very close, and Melvin tenses.]
Carol Connelly: Do you ever let a romantic moment make you do something you know is stupid?
Melvin Udall: Never.
Carol Connelly: Here's the trouble with never.
[She kisses Melvin.]

Carol Connelly: Are you okay?
Simon Bishop: Don't ask. I'm tired of my own complaints. I gotta get some new thoughts.
Carol Connelly: Why? What are you thinking about?
Simon Bishop: How to die, mostly.
Carol Connelly: Can you believe in our little mix you're the good roommate?

Melvin Udall: [to Simon Bishop, about Carol Connelly] Did you have sex with her?
Carol Connelly: [to Simon Bishop, offscreen] Okay, so, you sure you don't want your shampoos or anything?
[She comes out, her arms filled with the hotel soaps, shampoos, etc.]
Melvin Udall: Sorry. I didn't know she was still here.
[There is a beat.]
Melvin Udall: Did you have sex with her?
Carol Connelly: To hell with sex.
[She looks at Melvin.]
Carol Connelly: It was better than sex. We held each other. What I need he gave me great. [to Simon Bishop] I'll get dressed in a hurry.
[She leaves the room, and Simon laughs.]
Simon Bishop: Just love her.
[There is a beat.]
Simon Bishop: How you doing?

Simon Bishop: Thank you, Melvin. You overwhelm me. I love you.
Melvin Udall: I tell you, buddy, I'd be the luckiest guy alive if that did it for me.

[Melvin Udall is on the phone, and Carol Connelly is on the other line.]
Melvin Udall: Hello?
Carol Connelly: Yeah.
Melvin Udall: How you doing?
Carol Connelly: Not so hot.
[Melvin is very concerned.]
Melvin Udall: Why? Wh-what's wrong?
Carol Connelly: I don't know whether I'm being sensible or hard on you.
Melvin Udall: Maybe both. Maybe.
Carol Connelly: See, right there, I don't know whether you're being cute or crazy now.
Melvin Udall: Cute.
Carol Connelly: You don't have to answer everything I say. Just listen to me, okay? Listen to me. It's really something that you're looking after Simon. And what I said on the street. That was a bad thing to say. And it made me sick to my stomach. It was a bad thing to say. And I'd be lying if I didn't say I enjoy your company. But, the truth is you do bother me enormously, and I know that - think that it's - I think that it's better for me to not have contact with you because you're not ready, and you're a pretty old guy to not be ready, and I'm too old to ignore that. But, there were extraordinary kindnesses that did take place. Huh. So, anyway, thanks for the trip. Good night. Good night.
Melvin Udall: Okay if I say something now?
Carol Connelly: Go ahead.
Melvin Udall: I should've danced with you.
Carol Connelly: Mm. Good night. Good night.

Melvin Udall: Are you gonna talk to me or not?
Simon Bishop: I'm coming.
[He enters the room.]
Simon Bishop: What'd she say?
Melvin Udall: That I'm a great guy, extraordinary, and she doesn't want contact with me.
[There is a beat.]
Melvin Udall: I'm dying here.
Simon Bishop: Because . . .
[He speaks gently.]
Simon Bishop: . . . you love her.
Melvin Udall: No! And you people are supposed to be sensitive and sharp?
Simon Bishop: Then you tell me why! You're the one who's "dying here."
Melvin Udall: I don't know. Let me sleep on it.
Simon Bishop: Oh, come on.
Melvin Udall: I'll figure it out.
Simon Bishop: Oh, please.
Melvin Udall: It's, uh . . . I'm - I'm - I'm - I'm - I'm - I'm - I'm - I'm stuck. I can't get back to my old life. She - She's evicted me from my life.
Simon Bishop: Did you really like it that much?
[Melvin is furious.]
Melvin Udall: Well, it's better than this. Look, you, I'm very intelligent. If you're gonna give me hope, you gotta do better than you're doing. I mean, if you can't be at least mildly interesting, then shut the hell up. I mean, I'm drowning here, and you're describing the water!
[Simon is getting pissed.]
Simon Bishop: Well, picking on me won't help!
Melvin Udall: Well, if that's true, I'm really in trouble.
Simon Bishop: But . . . Melvin, d-do you know where you're lucky?
[Melvin shakes his head.]
Simon Bishop: You know who you want. I would take your seat any day. So - so do something about it. Go over there. Now. Tonight. Don't sleep on it. I mean, it's - it's not always good to let things calm down. You can do this, Melvin. You can do this. You can. Pull the stops. Tell her how you feel. You can do this. You can do this.
Melvin Udall: I'm - I'm - I'm - I'm charged here.
Simon Bishop: Yes, you are!
Melvin Udall: She might kill me if I go over.
Simon Bishop: Well, then get in your jammies, and I"ll read you a story! Listen, I really think you have a chance here. I mean, the best thing you have going for you is your willingness to humiliate yourself. So, go over there. Do this. Catch her off-guard.
Melvin Udall: Okay.
Simon Bishop: Okay.
Melvin Udall: Thanks a lot.
Simon Bishop: Okay.
Melvin Udall: Here I go.
[He moves for the door but stops suddenly, jolted.]
Simon Bishop: What's wrong?
Melvin Udall: I forgot to lock the door.

Carol Connelly: What do you want, Melvin?
Melvin Udall: I'm sorry I woke you. I - I - I - S-Simon -
[He half turns to leave.]
Carol Connelly: I wasn't asleep.
Melvin Udall: What a break.
Carol Connelly: Is it a secret what you're doing here?
Melvin Udall: I had to see you.
[Beverly Connelly, who is behind the door, is hearing their conversation.]
Carol Connelly: Because?
Melvin Udall: It relaxes me.
[He laughs.]
Melvin Udall: I'd feel better sitting outside your apartment on the curb then any other place I can think of or imagine.
[He is suddenly serious.]
Melvin Udall: No, no, no, no, wait. That's - that's overstating. I'd rather be sitting inside on the steps because I don't want to get my feet in the gutter. What would that serve?
Carol Connelly: Stop it! Why can't I have a normal boyfriend? Why? Just a regular boyfriend that doesn't go nuts on me! I -
[Beverly butts in, and Carol turns to her.]
Beverly Connelly: Everybody wants that, dear. It doesn't exist.
Carol Connelly: I -
Beverly Connelly: [to Melvin Udall] Oh, I'm - I'm sorry.
Melvin Udall: No.
Beverly Connelly: I - I - I didn't mean to interrupt.
[She disappears into the apartment. Melvin is hopeful.]
Melvin Udall: Boyfriend.
[Carol looks at Melvin.]
Carol Connelly: Come in and try not to ruin everything by being you.
Melvin Udall: Maybe we could live without the wisecracks.
Carol Connelly: Maybe we could.

[Carol Connelly sees Melvin Udall conspicuously avoiding stepping on lines.]
Carol Connelly: I'm sorry. Whatever this is is not gonna work.
[Melvin half-whispers something.]
Melvin Udall: I'm feeling . . . I've been f-
Carol Connelly: What?
Melvin Udall: I'm feeling better, Carol.
Carol Connelly: Melvin.
Melvin Udall: Mm-hm.
Carol Connelly: Even though it may seem that way now, you don't know me all that well. I'm not the answer for you.
Melvin Udall: Hey. I've got a great compliment for you.
Carol Connelly: Y-You know what? I - I - I . . .
Melvin Udall: J-J-Just let me - let me talk. Just . . . I might be the only person on the face of the earth that knows you're the greatest woman on earth.
[Carol laughs.]
Melvin Udall: I might be the only one who appreciates how amazing you are in every single thing that you do, and how you are with Spencer, Spence, and in every single thought that you have, and how you say what you mean and how you almost always mean something that's all about being straight and good. And I . . . I think most people miss that about you, and I watch them, wondering how they can watch you bring their food and clear their tables and never get that they just met the greatest woman alive. And the fact that I get it makes me feel good about me.
[He laughs.]
Melvin Udall: Is that something that's, uh, bad for you to be around? For you?
Carol Connelly: No.
[She and Melvin laugh.]
Melvin Udall: Gonna grab you.
[He and Carol laugh again.]
Melvin Udall: I - I didn't mean for that to be a question. I'm gonna grab you.
[He kisses Carol awkwardly. She and Melvin separate. There is a tense beat.]
Melvin Udall: I know I can do better than that.
Carol Connelly: Oh, Melvin -
[He kisses her again.]
Carol Connelly: Better. Definitely better.


  • A comedy from the heart that goes for the throat.


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