As Good as It Gets

Simon Bishop:
You're why cavemen chiseled on walls.

Simon Bishop:
The life that I was trying for is gone, and I'm feeling so damn sorry for myself that it's difficult to breathe.

Carol:
Come on in, and try not to ruin everything by being you.

Melvin Udall:
Maybe we could live *without* the wisecracks.

Carol:
Maybe we could.

Carol:
OK, we all have these terrible stories to get over, and you-...

Melvin Udall:
It's not true. Some 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:
Have you ever let a romantic moment make you do something that you knew was stupid?

Frank Sachs:
I grew up in hell! My grandmother has more attitude than you!

Frank Sachs:
If there's a mental health organization that raises money for people like you, be sure to let me know.

Melvin Udall:
Last word freak.

Melvin Udall:
Don't be like me. Don't you be like me!

Melvin Udall:
I've got a really great compliment for you, and its 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. Anyway, here goes: I've got this, what, ailment. Now, my doctor, this shrink I used to go to all the time, says that in fifty to sixty percent of cases, a pill really helps. I HATE pills, hate them. I'm using the word "hate" about pills. Anyway, my compliment to you is the night after you came over and said that you would never... well, you were there, you know what you said. Anyway, the very next morning, I started taking the pills.

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.

Melvin Udall:
Is that something that's bad for you to be around, for you?

Carol Connelly:
No.

Carol:
When you first entered the restaurant, I thought you were handsome... and then, of course, you spoke.

Carol Connelly:
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.

Carol:
F***ing H.M.O. bastard pieces of sh*t!

Beverly Connelly:
Carol!

Carol:
Sorry.

Dr. Martin Bettes:
It's okay. Actually, I think that's their technical name.

Melvin Udall:
What if this is as good as it gets?

Melvin Udall:
I might be the only person on the face of the earth that knows you're the greatest woman on earth. 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. 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.

Melvin Udall:
I could be in bed with a woman who if you make her laugh, you have a life.

Melvin Udall:
Well, it's not right to go into details, but I said the wrong thing. Whereas if I hadn't, 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.

Melvin Udall:
How can you diagnose someone with an obsessive compulsive disorder, then act like I have some choice about barging in here?

Melvin Udall:
Where do they teach you to talk like this? 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.

Melvin Udall:
People who talk in metaphors oughta shampoo my crotch.

Simon Bishop:
Thank you, Melvin. You overwhelm me.

Simon Bishop:
I love you.

Melvin Udall:
I tell you, buddy... I'd be the luckiest man alive if that did it for me.

Melvin Udall:
I've got a really 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. Anyway, here goes: I've got this, what, ailment. Now, my doctor, this shrink I used to go to all the time, says that in fifty to sixty percent of cases, a pill really helps. I HATE pills, hate them. I'm using the word "hate" about pills. Anyway, my compliment to you is the night after you came over and said that you would never... well, you were there, you know what you said. Anyway, the very next morning, I started taking the pills.

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.

Melvin Udall:
I'm drowning here, and you're describing the water!

Melvin Udall:
Judging from your eyes, I'd say you were fifty.

Carol:
Judging from your eyes, I'd say you were kind, so so much for eyes.

Simon Bishop:
If you stare at someone long enough, you discover their humanity.

Receptionist:
How do you write women so well?

Melvin Udall:
I think of a man, and I take away reason and accountability.

Simon Bishop:
You... overwhelm me.

Simon Bishop:
The best thing you have going for you is your willingness to humiliate yourself.

Melvin Udall:
Can I ask you a personal question?

Simon Bishop:
Sure.

Melvin Udall:
You 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.

Carol Connelly:
Melvin, I'd rather not.

Melvin Udall:
What does that got to do with it?

Carol Connelly:
Funny, I thought it was a strong point.

Melvin Udall:
I can't do this without you. I'm afraid he might pull the stiff one-eye on me.

Melvin Udall:
I can't get back to my old life. She's evicted me from my life!

Simon Bishop:
Did you really like it all that much?

Carol Connelly:
To hell with sex! It was better than sex! We held each other! What I needed, he gave me great.

Carol Connelly:
Can we get you anything else? Water, coffee, couple of female slaves?

Dr. Martin Bettes:
My wife is Melvin Udall's publisher. She said that I was to take excellent care of this little guy because you are urgently needed back at work. What kind of work do you do?

Carol Connelly:
I'm a waitress.

Beverly Connelly:
In Manhattan.

Melvin Udall:
You're a disgrace to depression.

Simon Bishop:
Rot in hell, Melvin!

Melvin Udall:
No need to stop being a lady. Quit worryin! You'll be back on your knees in no time!

Carol Connelly:
How are you?

Simon Bishop:
Don't ask. I'm tired of my own complaints. I need to get some new thoughts.

Carol Connelly:
Why? What are you thinking about now?

Simon Bishop:
How to die, mostly.

Carol Connelly:
To think that in our little mix you're the good roommate.

Frank Sachs:
You can take my car, a convertible. Do you drive?

Melvin Udall:
Like the wind, BUT I'M NOT DOIN' IT!

Carol:
Gettin' loud.

Carol Connelly:
Why can't I have a normal boyfriend? Just a regular boyfriend, one that doesn't go nuts on me!

Beverly Connelly:
Everybody wants that, dear. It doesn't exist.

Frank Sachs:
Can you drive him?

Melvin Udall:
Think white, and get serious!

Melvin Udall:
I've got Jews at my table.

Carol Connelly:
It's not your table, behave! This once, you can sit at someone else's station.

Carol Connelly:
Or you can wait your turn.

Melvin Udall:
Police! Donut-munching morons, HELP ME! HELP ME!

Frank Sachs:
Shh!

Melvin Udall:
Assault and Battery - and you're black!

Simon Bishop:
You absolute horror of a human being.

Simon Bishop:
What is it, you miss the tough guy?

Simon Bishop:
Well, here I am! Happy to see me, you little pissant mop? How 'bout another ride down the chute?

Carol Connelly:
You look so se-... um, you look great.

Melvin Udall:
I'm dying here.

Simon Bishop:
Because you love her.

Melvin Udall:
No! And you people are supposed to be sensitive and sharp?

Simon Bishop:
Melvin, do you know where you're lucky? You know who you want.

Melvin Udall:
Over a dog! Over an ugly dog!

Melvin Udall:
"'You saved my life,' she said... 'You'd better make it up to me.'"

Melvin Udall:
Did you have sex with her?

Melvin Udall:
Oh, sorry. I didn't know she was here. Did you have sex with her?

Melvin Udall:
This is New York, pal. If you can make it here, you can make it anywhere!

Melvin Udall:
Oh, you were talking about your dog. I thought you were referring to that colored man inside your apartment.

Simon Bishop:
Uh, what color would that be?

Melvin Udall:
Like uh, like thick MO-lasses.

Melvin Udall:
Forget I said that.

Carol Connelly:
I'll never forget you said it.

Melvin Udall:
As long as you keep your work zipped up around me, I don't give a rat-crap what or where you shove your show. Are we done being neighbors for now?

Simon Bishop:
GET OUT OF HERE!

Melvin Udall:
No need to stop being a lady.

Melvin Udall:
How much more you got to eat? Appetites aren't as big as your noses, huh?

Melvin Udall:
Just what the world needs, another actress.

Carol Connelly:
I'm not going to sleep with you! I will *never* sleep with you, never, ever! Not ever!

Melvin Udall:
I'm sorry, but we don't open for the "no sex-odes" until 9am.

Carol Connelly:
You're going to die soon with that diet. You know that, right?

Melvin Udall:
Oh, we're all going to die soon. I will, you will, and it sure sounds like your son will.

Carol:
A compliment is something nice about somebody else.

Carol:
Is it a secret what you're doing here?

Melvin Udall:
I had to see you.

Carol:
Because?

Melvin Udall:
It relaxes me. I'd feel better sitting ouside your apartment on the curb than any other place I can think of or imagine.

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!

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 f***ing - 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"?

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.

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.] Note:
The line in bold was nominated for the AFI's 100 Years…100 Movie Quotes.

Melvin Udall:
[trying to write] "Love was..." [Simon Bishop knocks on his door] Son of a B*TCH! Pansy-ass stool pusher!

Melvin Udall:
[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?

Melvin Udall:
[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.

Melvin Udall:
[to Verdell, affectionately] Yes, I hate the doggy! Yes, I hate the doggy!

Melvin Udall:
Worst sidewalk in New York. Look where they put it.

Melvin Udall:
[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.

Melvin Udall:
[to Simon Bishop] Quit worrying. You'll be back on your knees in no time.

Melvin Udall:
[about Carol Connelly's promise to never sleep with him] "Never," she says. "Never," she says.

Melvin Udall:
[introducing Carol Connelly and Simon Bishop to each other] Carol, the waitress, Simon, the fag.

Carol Connelly:
[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 f***?

Carol Connelly:
[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.

Simon Bishop:
[to Melvin Udall] You don't love anything, Mr. Udall.

Simon Bishop:
[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.

Simon Bishop:
[to Melvin Udall] Rot in hell, Melvin.

Simon Bishop:
[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!

Simon Bishop:
[to Melvin Udall] Lucky for you, you're here for rock bottom. You absolute horror of a human being.

Simon Bishop:
[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:
[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.

Frank Sachs:
I'm in a freefall here!