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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.

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