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   The Apartment by Billy Wilder and I.A.L. Diamond





                     THE APARTMENT

                           by

            Billy Wilder and I.A.L. Diamond




                        THE APARTMENT

A DESK COMPUTER

A man's hand is punching out a series of figures on the
keyboard.

                         BUD (V.O.)
            On November first, 1959, the
            population of New York City was
            8,042,783.  if you laid all these
            people end to end, figuring an
            average height of five feet six and
            a half inches, they would reach
            from Times Square to the outskirts
            of Karachi, Pakistan.  I know facts
            like this because I work for an
            insurance company --

THE INSURANCE BUILDING - A WET, FALL DAY

It's a big mother, covering a square block in lower
Manhattan, all glass and aluminum, jutting into the leaden
sky.

                         BUD (V.O.)
            -- Consolidated Life of New York.
            We are one of the top five companies
            in the country -- last year we
            wrote nine-point-three billion
            dollars worth of policies.  Our
            home office has 31,259 employees --
            which is more than the entire
            population of Natchez, Mississippi,
            of Gallup, New Mexico.

INT. NINETEENTH FLOOR

Acres of gray steel desk, gray steel filing cabinets, and
steel-gray faces under indirect light.  One wall is lined
with glass-enclosed cubicles for the supervisory personnel.
It is all very neat, antiseptic, impersonal.  The only human
tough is supplied by a bank of IBM machines, clacking away
cheerfully in the background.

                         BUD (V.O.)
            I work on the nineteenth floor --
            Ordinary Policy Department -
            Premium Accounting Division -
            Section W -- desk number 861.
DESK 861

Like every other desk, it has a small name plate attached to
the side.  This one reads C.C. BAXTER.

                         BUD (V.O.)
            My name is C.C. Baxter - C. for
            Calvin, C. for Clifford -- however,
            most people call me Bud. I've been
            with Consolidated Life for three
            years and ten months.  I started in
            the branch office in Cincinnati,
            then transferred to New York.  My
            take-home pay is $94.70 a week, and
            there are the usual fringe benefits.

BAXTER is about thirty, serious, hard-working, unobtrusive.
He wears a Brooks Brothers type suit, which he bought
somewhere on Seventh Avenue, upstairs.  There is a stack of
perforated premium cards in front of him, and he is totaling
them on the computing machine.  He looks off.

ELECTRIC WALL CLOCK

It shows 5:19.  With a click, the minute hand jumps to 5:20,
and a piercing bell goes off.

                         BUD (V.O.)
            The hours in our department are
            8:50 to 5:20 --

FULL SHOT - OFFICE

Instantly all work stops.  Papers are being put away,
typewriters and computing machines are covered, and everybody
starts clearing out.  Within ten seconds, the place is
empty -- except for Bud Baxter, still bent over his work,
marooned in a sea of abandoned desks.

                         BUD (V.O.)
            -- they're staggered by floors, so
            that sixteen elevators can handle
            the 31,259 employees without a
            serious traffic jam.  As for
            myself, I very often stay on at the
            office and work for an extra hour
            or two -- especially when the
            weather is bad.  It's not that I'm
            overly ambitious -- it's just a way
            of killing time, until it's all
            right for me to go home.
            You see, I have this little problem
            with my apartment --

                                            DISSOLVE TO:

STREET IN THE WEST SIXTIES - EVENING

Bud, wearing a weather-beaten Ivy League raincoat and a
narrow-brimmed brown hat, comes walking slowly down the
street skirting the puddles on the sidewalk.  He stops in
front of a converted brownstone, looks up.

                         BUD (V.O.)
            I live in the West Sixties - just
            half a block from Central Park.  My
            rent is $84 a month.  It used to be
            eighty until last July when Mrs.
            Lieberman, the landlady, put in a
            second-hand air conditioning unit.

The windows on the second floor are lit, but the shades are
drawn.  From inside drifts the sound of cha cha music.

                         BUD (V.O.)
            It's a real nice apartment -
            nothing fancy -- but kind of
            cozy -- just right for a bachelor.
            The only problem is - I can't
            always get in when I want to.

INT. THE APARTMENT - EVENING

What used to be the upstairs parlor of a one-family house in
the early 1900's has been chopped up into living room,
bedroom, bathroom and kitchen.  The wallpaper is faded, the
carpets are threadbare, and the upholstered furniture could
stand shampooing.  There are lots of books, a record player,
stacks of records, a television set (21 inches and 24
payments), unframed prints from the Museum of Modern Art
(Picasso, Braque, Klee) tacked up on the walls.

Only one lamp is lit, for mood, and a cha cha record is
spinning around on the phonograph.  On the coffee table in
front of the couch are a couple of cocktail glasses, a
pitcher with some martini dregs, an almost empty bottle of
vodka, a soup bowl with a few melting ice cubes at the
bottom, some potato chips, an ashtray filled with cigar
stubs and lipstick-stained cigarette butts, and a woman's
handbag.

MR. KIRKEBY, a dapper, middle-aged man, stands in front of
the mirror above the fake fireplace, buttoning up his vest.
He does not notice that the buttons are out of alignment.

                         KIRKEBY
                   (calling off)
            Come on, Sylvia.  It's getting late.

SYLVIA, a first baseman of a dame, redheaded and saftig,
comes cha cha-ing into the room, trying to fasten a necklace
as she hums along with the music.  She dances amorously up
to Kirkeby.

                         KIRKEBY
            Cut it out, Sylvia.  We got to get
            out of here.

He helps her with the necklace, then turns off the phonograph.

                         SYLVIA
            What's the panic?  I'm going to
            have another martooni.

She crosses to the coffee table, starts to pour the remnants
of the vodka into the pitcher.

                         KIRKEBY
            Please, Sylvia!  It's a quarter to
            nine!

                         SYLVIA
                   (dropping slivers of
                   ice into the pitcher)
            First you can't wait to get me up
            here, and now -- rush, rush, rush!
            Makes a person feel cheap.

                         KIRKEBY
            Sylvia -- sweetie -- it's not
            that -- but I promised the guy I'd
            be out of here by eight o'clock,
            positively.

                         SYLVIA
                   (pouring martini)
            What guy?  Whose apartment is this,
            anyway?

                         KIRKEBY
                   (exasperated)
            What's the difference?  Some
            schnook that works in the office.

EXT. BROWNSTONE HOUSE - EVENING

Bud is pacing back and forth, throwing an occasional glance
at the lit windows of his apartment.  A middle-aged woman
with a dog on a leash approaches along the sidewalk.

She is MRS. LIEBERMAN, the dog is a Scottie, and they are
both wearing raincoats.  Seeing them, Bud leans casually
against the stoop.

                         MRS. LIEBERMAN
            Good evening, Mr. Baxter.

                         BUD
            Good evening, Mrs. Lieberman.

                         MRS. LIEBERMAN
            Some weather we're having.  Must be
            from all the meshugass at Cape
            Canaveral.
                   (she is half-way up
                   the steps)
            You locked out of your apartment?

                         BUD
            No, no.  Just waiting for a friend.
            Good night, Mrs. Lieberman.

                         MRS. LIEBERMAN
            Good night, Mr. Baxter.

She and the Scottie disappear into the house.  Bud resumes
pacing, his eyes on the apartment windows.  Suddenly he
stops -- the lights have gone out.

INT. SECOND FLOOR LANDING - EVENING

Kirkeby, in coat and hat, stands in the open doorway of the
darkened apartment.

                         KIRKEBY
            Come on -- come on, Sylvia!

Sylvia comes cha cha-ing out, wearing an imitation Persian
lamb coat, her hat askew on her head, bag, gloves, and an
umbrella in her hand.

                         SYLVIA
            Some setup you got here.  A real,
            honest-to-goodness love nest.

                         KIRKEBY
            Sssssh.

He locks the door, slips the key under the doormat.

                         SYLVIA
                   (still cha cha-ing)
            You're one button off, Mr. Kirkeby.

She points to his exposed vest.  Kirkeby looks down, sees
that the buttons are out of line.  He starts to rebutton
them as they move down the narrow, dimly-lit stairs.

                         SYLVIA
            You got to watch those things.
            Wives are getting smarter all the
            time.  Take Mr. Bernheim -- in the
            Claims Department -- came home one
            night with lipstick on his shirt --
            told his wife he had a shrimp
            cocktail for lunch -- so she took
            it out to the lab and had it
            analyzed -- so now she has the
            house in Great Neck and the children
            and the new Jaguar --

                         KIRKEBY
            Don't you ever stop talking?

EXT. BROWNSTONE HOUSE - EVENING

Bud, standing on the sidewalk, sees the front door start to
open.  He moves quickly into the areaway, almost bumping
into the ashcans, stands in the shadow of the stoop with his
back turned discreetly toward Kirkeby and Sylvia as they
come down the steps.

                         KIRKEBY
            Where do you live?

                         SYLVIA
            I told you -- with my mother.

                         KIRKEBY
            Where does she live?

                         SYLVIA
            A hundred and seventy-ninth
            street -- the Bronx.

                         KIRKEBY
            All right -- I'll take you to the
            subway.

                         SYLVIA
            Like hell you will.  You'll buy me
            a cab.

                         KIRKEBY
            Why do all you dames have to live
            in the Bronx?

                         SYLVIA
            You mean you bring other girls up
            here?

                         KIRKEBY
            Certainly not.  I'm a happily
            married man.

They move down the street.  Bud appears from the areaway,
glances after them, then mounts the steps, goes through the
front door.

INT. VESTIBULE - EVENING

There are eight mailboxes.  Bud opens his, takes out a
magazine in a paper wrapper and a few letters, proceeds up
the staircase.

INT. SECOND FLOOR LANDING - EVENING

Bud, glancing through his mail, comes up to the door of his
apartment.  As he bends down to lift the doormat, the door
of the rear apartment opens and MRS. DREYFUSS, a jovial
well-fed middle-aged woman, puts out a receptacle full of
old papers and empty cans.  Bud looks around from his bent
position.

                         BUD
            Oh.  Hello there, Mrs. Dreyfuss.

                         MRS. DREYFUSS
            Something the matter?

                         BUD
            I seem to have dropped my key.
                   (faking a little search)
            Oh -- here it is.

He slides it out from under the mat, straightens up.

                         MRS. DREYFUSS
            Such a racket I heard in your
            place -- maybe you had burglars.

                         BUD
            Oh, you don't have to worry about
            that -- nothing in there that
            anybody would want to steal...
                   (unlocking door quickly)
            Good night, Mrs. Dreyfuss.

He ducks into the apartment.

INT. THE APARTMENT - EVENING

Bud snaps on the lights, drops the mail and the key on a
small table, looks around with distaste at the mess his
visitors have left behind.  He sniffs the stale air, crosses
to the window, pulls up the shade, opens it wide.  Now he
takes off his hat and raincoat, gathers up the remains of
the cocktail party from the coffee table.  Loaded down with
glasses, pitcher, empty vodka bottle, ice bowl and potato
chips, he starts toward the kitchen.

The doorbell rings.  Bud stops, undecided what to do with
the stuff in his hands, then crosses to the hall door,
barely manages to get it open.  Mr. Kirkeby barges in past
him.

                         KIRKEBY
            The little lady forgot her galoshes.

He scours the room for the missing galoshes.

                         BUD
            Mr. Kirkeby, I don't like to
            complain -- but you were supposed
            to be out of here by eight.

                         KIRKEBY
            I know, Buddy-boy, I know.  But
            those things don't always run on
            schedule -- like a Greyhound bus.

                         BUD
            I don't mind in the summer -- but
            on a rainy night -- and I haven't
            had any dinner yet --

                         KIRKEBY
            Sure, sure.  Look, kid -- I put in
            a good word for you with Sheldrake,
            in Personnel.

                         BUD
                   (perking up)
            Mr. Sheldrake?

                         KIRKEBY
            That's right.  We were discussing
            our department -- manpower-wise --
            and promotion-wise --
                   (finds the galoshes
                   behind a chair)
            -- and I told him what a bright boy
            you were.  They're always on the
            lookout for young executives.
                         BUD
            Thank you, Mr. Kirkeby.

                         KIRKEBY
                   (starting toward door)
            You're on your way up, Buddy-boy.
            And you're practically out of liquor.

                         BUD
            I know.  Mr. Eichelberger -- in the
            Mortgage Loan Department -- last
            night he had a little Halloween
            party here --

                         KIRKEBY
            Well, lay in some vodka and some
            vermouth -- and put my name on it.

                         BUD
            Yes, Mr. Kirkeby.  You still owe me
            for the last two bottles --

                         KIRKEBY
            I'll pay you on Friday.
                   (in the open doorwaY)
            And whatever happened to those
            little cheese crackers you used to
            have around?

He exits, shutting the door.

                         BUD
                   (making a mental note)
            Cheese crackers.

He carries his load into the kitchen.

The kitchen is minute and cluttered.  On the drainboard are
an empty vermouth bottle, some ice-cube trays, a jar with
one olive in it, and a crumpled potato-chip bag.

Bud comes in, dumps his load on the drainboard, opens the
old-fashioned refrigerator.  He takes out a frozen chicken
dinner, turns the oven on, lights it with a match, rips the
protective paper off the aluminum tray and shoves it in.

Now he starts to clean up the mess on the drainboard.  He
rinses the cocktail glasses, is about to empty the martini
pitcher into the sink, thinks better of it.  He pours the
contents into a glass, plops the lone olive out of the jar,
scoops up the last handful of potato chips, toasts an
imaginary companion, and drinks up.  Then he pulls a
wastebasket from under the sink.

It is brimful of liquor bottles, and Bud adds the empty
vodka and vermouth bottles and the olive jar.  Picking up
the heavy receptacle, he carries it through the living room
toward the hall door.

INT. SECOND FLOOR LANDING - EVENING

The door of Bud's apartment opens, and Bud comes out with
the wastebasket full of empty bottles.  Just then, DR. DAVID
DREYFUSS, whose wife we met earlier, comes trudging up the
stairs.  He is a tall, heavy-set man of fifty, with a bushy
mustache, wearing a bulky overcoat and carrying an aged
medical bag.

                         DR. DREYFUSS
            Good evening, Baxter.

                         BUD
            Hi, Doc.  Had a late call?

                         DR. DREYFUSS
            Yeah.  Some clown at Schrafft's
            57th Street ate a club sandwich,
            and forgot to take out the toothpick.

                         BUD
            Oh.
                   (sets down wastebasket)
            'Bye, Doc.

                         DR. DREYFUSS
                   (indicating bottles)
            Say, Baxter -- the way you're
            belting that stuff, you must have a
            pair of cast-iron kidneys.

                         BUD
            Oh, that's not me.  It's just that
            once in a while, I have some people
            in for a drink.

                         DR. DREYFUSS
            As a matter of fact, you must be an
            iron man all around. From what I
            hear through the walls, you got
            something going for you every night.

                         BUD
            I'm sorry if it gets noisy --

                         DR. DREYFUSS
            Sometimes,  there's a twi-night
            double-header.
                   (shaking his head)
            A nebbish like you!

                         BUD
                   (uncomfortable)
            Yeah.  Well -- see you, Doc.
                   (starts to back
                   through door)


                         DR. DREYFUSS
            You know, Baxter -- I'm doing some
            research at the Columbia Medical
            Center -- and I wonder if you could
            do us a favor?

                         BUD
            Me?

                         DR. DREYFUSS
            When you make out your will -- and
            the way you're going, you should --
            would you mind leaving your body to
            the University?

                         BUD
            My body?  I'm afraid you guys would
            be disappointed.  Good night, Doc.

                         DR. DREYFUSS
            Slow down, kid.

He starts into the rear apartment as Bud closes the door.

INT. THE APARTMENT - EVENING

Bud, loosening his tie, goes into the kitchen, opens the
oven, turns off the gas.  He takes a coke out of the
refrigerator, uncaps it, gets a knife and fork from a
drawer, and using his handkerchief as a potholder, pulls the
hot aluminum tray out of the oven.  He carries everything
out into the living room.

In the living room, Bud sets his dinner down on the coffee
table, settles himself on the couch.  He rears up as
something stabs him, reaches under his buttocks, pulls out a
hairpin.  He drops it into an ashtray, tackles his dinner.
Without even looking, he reaches over to the end table and
presses the remote TV station-selector.  He takes a sip from
the coke bottle, his eyes on the TV screen across the room.

The picture on the TV set jells quickly.  Against a
background of crisscrossing searchlights, a pompous announcer
is making his spiel.

                         ANNOUNCER
            -- from the world's greatest
            library of film classics, we
            proudly present --
                   (fanfare)
            Greta Garbo -- John Barrymore --
            Joan Crawford -- Wallace Beery --
            and Lionel Barrymore in --
                   (fanfare)
            GRAND HOTEL!

There is an extended fanfare.  Bud leans forward, chewing
excitedly on a chicken leg.

                         ANNOUNCER
            But first, a word from our sponsor.
            If you smoke the modern way, don't
            be fooled by phony filter claims --

Bud, still eating, automatically reaches for the station-
selector, pushes the button.

A new channel pops on.  It features a Western -- Cockamamie
Indians are attacking a stagecoach.

That's not for Bud.  He switches to another station.  In a
frontier saloon, Gower Street cowboys are dismantling the
furniture and each other.

Bud wearily changes channels.  But he can't get away from
Westerns -- on this station, the U.S. Cavalry is riding to
the rescue.  Will they get there in time?

Bud doesn't wait to find out.  He switches channels again,
and is back where he started.

On the screen, once more, is the announcer standing in front
of the crisscrossing searchlights.

                         ANNOUNCER
            And now, Grand Hotel -- starring
            Greta Garbo, John Barrymore, Joan
            Crawford --
                   (Bud is all eyes and
                   ears again)
            -- Wallace Beery, and Lionel
            Barrymore.  But first -- a word
            from our alternate sponsor.
                   (unctuously)
            Friends, do you have wobbly
            dentures -- ?

That does it.  Bud turns the set off in disgust.

The TV screen blacks out, except for a small pinpoint of
light in the center, which gradually fades away.

In the bathroom, Bud, in pajamas by now, is brushing his
teeth.  From the shower rod hang three pairs of socks on
stretchers.  Bud takes a vial from the medicine shelf,
shakes out a sleeping pill, washes it down with a glass of
water.  He turns the light off, walks into the bedroom.

In the bedroom, the single bed is made, and the lamp on the
night table is on.  Bud plugs in the electric blanket, turns
the dial on.  Then he climbs into bed, props up the pillow
behind him.  From the night table, he picks up the magazine
that arrived in the mail, slides it out of the wrapper,
opens it.  It's the new issue of PLAYBOY.  Bud leafs through
it till he comes to the piece de resistance of the magazine.
He unfolds the overleaf, glances at it casually, refolds it,
then turns to the back of the magazine and starts to read.

What he is so avidly interested in is the men's fashion
section.  There is a layout titled WHAT THE YOUNG EXECUTIVE
WILL WEAR with a sub-head reading The Bowler is Back.
Illustrating the article are several photographs of male
models wearing various styles of bowlers.

Bud is definitely in the market for a bowler, but somehow
his mind starts wandering.  He turns back to the overleaf
again, unfolds it, studies it, then holds the magazine up
vertically to get a different perspective on the subject.
By now the sleeping pill is beginning to take effect, and he
yawns.  He drops the magazine on the floor, kills the light,
settles down to sleep.  The room is dark except for the glow
from the dial of the electric blanket.

Three seconds.  Then the phone jangles shrilly in the living
room.  Bud stumbles groggily out of bed, and putting on his
slippers, makes his way into the living room.  He switches
on the light, picks up the phone.

                         BUD
            Hello? -- Hello? -- yes, this is
            Baxter.

INT. PHONE BOOTH IN A MANHATTAN BAR - NIGHT

On the night is a hearty man of about forty-five, nothing
gut personality, most of it obnoxious.  His name is DOBISCH.

Outside the booth is a blonde babe, slightly boozed, and
beyond there is a suggestion of the packed, smoky joint.

                         DOBISCH
            Hiya, Buddy-boy.  I'm in this bar
            on Sixty-first Street -- and I got
            to thinking about you -- and I
            figured I'd give you a little buzz.

BUD - ON PHONE

                         BUD
            Well, that's very nice of you --
            but who is this?

INT. PHONE BOOTH

                         DOBISCH
            Dobisch -- Joe Dobisch, in
            Administration.

BUD - ON PHONE

                         BUD
                   (snapping to attention)
            Oh, yes, Mr. Dobisch.  I didn't
            recognize your voice --

INT. PHONE BOOTH

                         DOBISCH
            That's okay, Buddy-boy.  Now like I
            was saying, I'm in this joint on
            Sixty-first -- and I think I got
            lucky --
                   (glances toward blonde)
            -- she's a skater with the Ice
            Show --
                   (he chuckles)
            -- and I thought maybe I could
            bring her up for a quiet drink.

BUD - ON PHONE

                         BUD
            I'm sorry, Mr. Dobisch.  You know I
            like to help you guys out -- but
            it's sort of late -- so why don't
            we make it some other time?

INT. PHONE BOOTH

                         DOBISCH
            Buddy-boy -- she won't keep that
            long -- not even on ice.  Listen,
            kid, I can't pass this up -- she
            looks like Marilyn Monroe.

BUD - ON PHONE

                         BUD
            I don't care if it is Marilyn
            Monroe -- I'm already in bed -- and
            I've taken a sleeping pill -- so
            I'm afraid the answer is no.

INT. PHONE BOOTH

                         DOBISCH
                   (pulling rank)
            Look, Baxter -- we're making out
            the monthly efficiency rating --
            and I'm putting you in the top ten.
            Now you don't want to louse yourself
            up, do you?

BUD - ON PHONE

                         BUD
            Of course not.  But -- how can I be
            efficient in the office if I don't
            get enough sleep at night?

INT. PHONE BOOTH

                         DOBISCH
            It's only eleven -- and I just want
            the place for forty-five minutes.

The blonde opens the door of the phone booth, leans in.

                         BLONDE
            I'm getting lonely.  Who are you
            talking to, anyway?

                         DOBISCH
            My mother.

                         BLONDE
            That's sweet.  That's real sweet.

Dobisch shuts the door in her face.

                         DOBISCH
                   (into phone again)
            Make it thirty minutes.  What do
            you say, Bud?

BUD - ON PHONE

                         BUD
                   (a last stand)
            I'm all out of liquor -- and
            there's no clean glasses -- no
            cheese crackers -- no nothing.

INT. PHONE BOOTH

                         DOBISCH
            Let me worry about that.  Just
            leave the key under the mat and
            clear out.

INT. THE APARTMENT

                         BUD
                   (into phone; resigned)
            Yes, Mr. Dobisch.

He hangs up, shuffles back into the bedroom.

                         BUD
                   (muttering to himself)
            Anything you say, Mr. Dobisch -- no
            trouble at all, Mr. Dobisch -- be
            my guest --

He reappears from the bedroom, pulling his trousers on over
his pajama pants.

                         BUD
            -- We never close at Buddy-boy's --
            looks like Marilyn Monroe --
                   (he chuckles a la Dobisch)


Putting on his raincoat and hat, Bud opens the hall door,
takes the key from the table, shoves it under the doormat.
His eyes fall on the Dreyfuss apartment, and there is some
concern on his face.  He picks up a pad and pencil from the
table, prints something in block letters.  Tearing off the
top sheet, he impales it on the spindle of the phonograph,
then walks out, closing the door behind him.  The note reads:

                        NOT TOO LOUD
                THE NEIGHBORS ARE COMPLAINING

EXT. BROWNSTONE HOUSE - NIGHT

Bud comes out the door, in slippered feet, pants and raincoat
over his pajamas.  As he sleep-walks down the steps, a cab
pulls up in front of the house.  Bud ducks discreetly into
the areaway.  Mr. Dobisch, bareheaded, emerges cautiously
from the cab.  Between the fingers of his hands he is
carrying four long-stemmed glasses, brimful of stingers.
The blonde steps out, holding his hat.

                         BLONDE
            This the place?

                         DOBISCH
            Yeah.
                   (to cab driver)
            How much?

                         CABBIE
            Seventy cents.

Dobisch, his hands full of stingers, turns to the blonde,
indicates his pants pocket.

                         DOBISCH
            Get the money, will you?

The blonde plants the hat on top of his head, unbuttons his
overcoat, reaches into his pants pocket.  As she does so,
she jogs his elbow.

                         DOBISCH
            Watch those stingers!

The blonde has taken out Dobisch's money clip, with about a
hundred dollars in it.

                         DOBISCH
            Give him a buck.

The blonde peels a bill off, hands it to the cabbie, hangs
on to the rest of the roll just a second too long.

                         DOBISCH
            Now put it back, honey.
                   (she does)
            Atta girl.

The cab drives off.  Dobisch and the blonde start up the
steps to the house.

                         BLONDE
            You sure this is a good idea?
                         DOBISCH
            Can't think of a better one.

                         BLONDE
                   (holding door open
                   for him)
            I mean - barging in on your
            mother -- in the middle of the night?

                         DOBISCH
                   (edging past her with stingers)
            Don't worry about the old lady.
            One squawk from her, and she's out
            of a job.

In the areaway, Bud has overheard them, and it doesn't make
him any happier.  He steps out on the sidewalk, shuffles
down the street.

INT. SECOND FLOOR LANDING - NIGHT

The blonde and Dobisch, his hands full of stingers, come up
to Bud's door.

                         DOBISCH
            Get the key, will you.

Automatically, she reaches into his pocket.

                         DOBISCH
            Not there.  Under the mat.

                         BLONDE
                   (puzzled)
            Under the mat?
                   (picks up key)


                         DOBISCH
                   (impatiently)
            Open up, open up -- we haven't got
            all night.

The blonde unlocks the door to the apartment, opens it.

                         BLONDE
                   (suspiciously)
            So this is your mother's apartment?

                         DOBISCH
            That's right.  Maria Ouspenskaya.
                         BLONDE
                   (sticking her head in)
            Hiya, Ouspenskaya.

Dobisch nudges her inside with his knee, kicks the door shut
behind him.

The landing is empty for a second.  Then the door of the
rear apartment opens, and Dr. Dreyfuss, in a beaten bathrobe,
sets out a couple of empty milk bottles with a note in them.
Suddenly, from Bud's apartment, comes a shrill female giggle.
Dr. Dreyfuss reacts.  Then the cha cha music starts full
blast.

                         DR. DREYFUSS
                   (calling to his wife,
                   off-screen)
            Mildred -- he's at it again.

Shaking his head, he closes the door.

EXT. CENTRAL PARK - NIGHT

Bud, in raincoat and slippered feet, turns in off the
street, plods along a path in the deserted park.  He stops
at a damp bench under a lamp post, sits.  In the background,
lights shine from the towering buildings on Central Park
South.

Bud huddles inside his raincoat, shivering.  He is very
sleepy by now.  His eyes close and his head droops.  A gust
of wind sends wet leaves swirling across the bench.  Bud
doesn't stir.  He is all in.

                                            FADE OUT.

FADE IN:

INT. LOBBY INSURANCE BUILDING - DAY

It's a quarter to nine of a gray November morning, and work-
bound employees are piling in through the doors.  Among them
is Bud, bundled up in a raincoat, hat, heavy muffler and
wool gloves, and carrying a box of Kleenex.  He coughs,
pulls out a tissue, wipes his dripping nose.  He has a bad
cold.

The lobby is an imposing, marbled affair, as befits a
company which last year wrote 9.3 billion dollars worth of
insurance.  There are sixteen elevators, eight of them
marked LOCAL - FLOORS 1-18, and opposite them eight marked
EXPRESS - FLOORS 18-37.  The starter, a uniformed Valkyrie
wielding a clicker, is directing the flow of traffic into
the various elevators.

Bud joins the crowd in front of one of the express elevators.
Also standing there is Mr. Kirkeby, reading the Herald-
Tribune.

                         BUD
                   (hoarsely)
            Good morning, Mr. Kirkeby.

                         KIRKEBY
                   (as if he just knew
                   him vaguely)
            Oh, how are you, Baxter.  They
            keeping you busy these days?

                         BUD
            Yes, sir.  They are indeed.
                   (he sniffs)

The elevator doors open, revealing the operator.  She is in
her middle twenties and her name is FRAN KUBELIK.  Maybe
it's the way she's put together, maybe it's her face, or
maybe it's just the uniform -- in any case, there is
something very appealing about her.  She is also an
individualist -- she wears a carnation in her lapel, which
is strictly against regulations.  As the elevator loads, she
greets the passengers cheerfully.

                         FRAN
                   (rattling it off)
            Morning, Mr. Kessel -- Morning,
            Miss Robinson -- Morning, Mr.
            Kirkeby -- Morning, Mr. Williams --
            Morning, Miss Livingston -- Morning,
            Mr. McKellway -- Morning, Mr.
            Pirelli -- Morning, Mrs. Schubert --

Interspersed is an occasional "Morning, Miss Kubelik" from
the passengers.

                         FRAN
            Morning, Mr. Baxter.

                         BUD
            Morning, Miss Kubelik.

He takes his hat off -- he is the only one.  The express is
now loaded.

                         STARTER
                   (working the clicker)
            That's all.  Take it away.

                         FRAN
                   (shutting the door)
            Watch the door, please.  Blasting
            off.

INT. ELEVATOR

Bud is standing right next to Fran as the packed express
shoots up.

                         BUD
                   (studying her)
            What did you do to your hair?

                         FRAN
            It was making me nervous, so I
            chopped it off.  Big mistake, huh?

                         BUD
            I sort of like it.

He sniffs, takes out a Kleenex, wipes his nose.

                         FRAN
            Say, you got a lulu.

                         BUD
            Yeah.  I better not get too close.

                         FRAN
            Oh, I never catch colds.

                         BUD
            Really?  I was looking at some
            figures from the Sickness and
            Accident Claims Division -- do you
            know that the average New Yorker
            between the ages of twenty and
            fifty has two and a half colds a
            year?

                         FRAN
            That makes me feel just terrible.

                         BUD
            Why?

                         FRAN
            Well, to make the figures come out
            even -- since I have no colds a
            year -- some poor slob must have
            five colds a year.

                         BUD
            That's me.
                   (dabs his nose)


                         FRAN
            You should have stayed in bed this
            morning.

                         BUD
            I should have stayed in bed last
            night.

The elevator has slowed down, now stops.  Fran opens the door.

                         FRAN
            Nineteen.  Watch your step.

About a third of the passengers get out, including Bud and
Mr. Kirkeby.  As Kirkeby passes Fran, he slaps her behind
with his folded newspaper.  Fran jumps slightly.

                         FRAN
                   (all in the day's work)
            And watch your hand, Mr. Kirkeby!

                         KIRKEBY
                   (innocently)
            I beg your pardon?

                         FRAN
            One of these days I'm going to shut
            those doors on you and --

She withdraws her hand into the sleeve of her uniform, and
waves the "amputated" arm at him.

                         FRAN
            Twenty next.

The doors close.

INT. NINETEENTH FLOOR - DAY

Kirkeby turns away from the elevator, and grinning smugly,
falls in beside Bud.

                         KIRKEBY
            That Kubelik -- boy!  Would I like
            to get her on a slow elevator to
            China.

                         BUD
            Oh, yes.  She's the best operator
            in the building.

                         KIRKEBY
            I'm a pretty good operator myself --
            but she just won't give me a
            tumble -- date-wise.

                         BUD
            Maybe you're using the wrong
            approach.

                         KIRKEBY
            A lot of guys around here have
            tried it -- all kinds of
            approaches -- no dice.  What is she
            trying to prove?

                         BUD
            Could be she's just a nice,
            respectable girl -- there are
            millions of them.

                         KIRKEBY
            Listen to him.  Little Lord
            Fauntleroy!

Leaving Bud at the employees' coat-racks, Kirkeby heads
toward his office, one of the glass-enclosed cubicles.  Bud
hangs up his hat and raincoat, stows away the gloves and
muffler.  Out of his coat pocket he takes a plastic anti-
histamine sprayer and a box of cough drops, and still
carrying the Kleenex, threads his way to his desk.  Most of
the desks are already occupied, and the others are filling
rapidly.

Once seated at his desk, Bud arranges his medicaments neatly
in front of him. He takes a Kleenex out of the box, blows
his nose, then leaning back in his swivel chair sprays first
one nostril, then the other. Suddenly the piercing bell goes
off -- the workday has begun. Being the ultra-conscientious
type, Bud instantly sits upright in his chair, removes the
cover from his computing machine, picks up a batch of
perforated premium cards, starts entering figures on his
computer.

After a few seconds, he glances around to make sure that
everybody in the vicinity is busy. Then he looks up a number
in the company telephone directory, dials furtively.

                         BUD
                   (cupping hand over
                   phone mouthpiece)
            Hello, Mr. Dobisch? This is Baxter,
            on the nineteenth floor.

INT. DOBISCH'S OFFICE - DAY

It is a glass-enclosed cubicle on the twenty-first floor.
Through the glass we see another enormous layout of desks,
everybody working away. Dobisch is holding the phone in one
hand, running an electric shaver over his face with the other.

                         DOBISCH
            Oh, Buddy-boy. I was just about to
            call you.
                   (shuts off electric shaver)
            I'm sorry about that mess on the
            living room wall. You see, my
            little friend, she kept insisting
            Picasso was a bum -- so she started
            to do that mural -- but I'm sure it
            will wash off -- just eyebrow pencil.

BUD - ON PHONE

                         BUD
            It's not Picasso I'm calling about.
            It's the key -- to my apartment --
            you were supposed to leave it under
            the mat.

DOBISCH - ON PHONE

                         DOBISCH
            I did, didn't I? I distinctly
            remember bending over and putting
            it there --

BUD - ON PHONE

                         BUD
            Oh, I found a key there, all
            right -- only it's the wrong key.

DOBISCH - ON PHONE

                         DOBISCH
            It is?
                   (takes Bud's key out
                   of his pocket)
            Well, how about that? No wonder I
            couldn't get into the executive
            washroom this morning.

BUD - ON PHONE

                         BUD
            And I couldn't get into my
            apartment -- so at four a. m. I had
            to wake up the landlady and give
            her a whole song and dance about
            going out to mail a letter and the
            door slamming shut.

DOBISCH - ON PHONE

                         DOBISCH
            That's a shame. I'll send the key
            right down. And about your
            promotion --
                   (leafs through report
                   on desk)
            -- I'm sending that efficiency
            report right up to Mr. Sheldrake,
            in Personnel. I wouldn't be
            surprised if you heard from him
            before the day is over.

BUD - ON PHONE

                         BUD
            Thank you, Mr. Dobisch.

He hangs up, feels his forehead. It is warm. Clipped to his
handkerchief pocket are a black fountain pen and, next to
it, a thermometer in a black case. Bud unclips the
thermometer case, unscrews the cap, shakes the thermometer
out, puts it under his tongue. He resumes work.

A messenger comes up to his desk with an interoffice envelope.

                         MESSENGER
            From Mr. Dobisch.

                         BUD
                   (thermometer in mouth)
            Wait.

He turns away from the messenger, unties the string of the
envelope, takes his key out, puts it in a coat pocket. From
a trouser pocket, he extracts Dobisch's key to the executive
washroom, slips it discreetly into the envelope, reties it,
hands it to the messenger.

                         BUD
                   (thermometer in mouth)
            To Mr. Dobisch.

Puzzled by the whole procedure, the messenger leaves. Bud
now removes the thermometer from his mouth, reads it. It's
worse than he thought. He puts the thermometer back in the
case, clips it to his pocket, takes his desk calendar out of
a drawer, turns a leaf. Under the date WEDNESDAY, NOVEMBER 4
there is an entry in his handwriting -- MR. VANDERHOF. Bud
consults the telephone directory again, picks up the phone,
dials.

INT. VANDERHOF'S OFFICE - DAY

This is another glass-enclosed cubicle on another floor. MR.
VANDERHOF, a Junior Chamber of Commerce type, is dictating
to an elderly secretary who sits across the desk from him.

                         VANDERHOF
            Dear Mr. MacIntosh --
                   (phone rings and he
                   picks it up)
            Vanderhof, Public Relations. Oh,
            yes, Baxter. Just a minute.
                   (to secretary)
            All right, Miss Finch -- type up
            what we got so far.
                   (he waits till she is
                   out of the office;
                   then, into phone)
            Now what is it, Baxter?

BUD - ON PHONE

                         BUD
            Look, Mr. Vanderhof -- I've got you
            down here for tonight -- but I'm
            going to be using the place
            myself -- so I'll have to cancel.

VANDERHOF - ON PHONE

                         VANDERHOF
            Cancel? But it's her birthday -- I
            already ordered the cake --

BUD - ON PHONE

                         BUD
            I hate to disappoint you -- I mean,
            many happy returns -- but not
            tonight --

VANDERHOF - ON PHONE

                         VANDERHOF
            That's not like you, Baxter. Just
            the other day, at the staff meeting,
            I was telling Mr. Sheldrake what a
            reliable man you were.

BUD - ON PHONE

                         BUD
            Thank you, Mr. Vanderhof. But I'm
            sick -- I have this terrible
            cold -- and a fever -- and I got to
            go to bed right after work.

VANDERHOF - ON PHONE

                         VANDERHOF
            Buddy-boy, that's the worst thing
            you can do. If you got a cold, you
            should go to a Turkish bath --
            spend the night there -- sweat it
            out --

BUD - ON PHONE

                         BUD
            Oh, no. I'd get pneumonia -- and if
            I got pneumonia, I'd be in bed for
            a month -- and if I were in bed for
            a month --

VANDERHOF - ON PHONE

                         VANDERHOF
            Okay, you made your point. We'll
            just have to do it next Wednesday --
            that's the only night of the week I
            can get away.

BUD - ON PHONE

                         BUD
            Wednesday -- Wednesday --
                   (leafing through calendar)
            I got somebody penciled in -- let
            me see what I can do -- I'll get
            back to you.

He hangs up, riffles through the directory, finds the
number, and with a furtive look around, dials again.

                         BUD
                   (into phone)
            Mr. Eichelberger? Is this Mortgage
            and Loan? I'd like to speak to Mr.
            Eichelberger. Yes, it is urgent.

INT. EICHELBERGER'S OFFICE - DAY

Also glass-enclosed, but slightly larger than the others. MR.
EICHELBERGER, a solid citizen of about fifty, is displaying
some mortgage graphs to three associates. A fourth one has
answered the phone.

                         ASSOCIATE
                   (holding out phone to Eichelberger)
            For you, Mel.

Eichelberger puts the charts down, takes the phone.

                         EIGHELBERGER
            Eichelberger here -- oh, yes,
            Baxter --
                   (a glance at his
                   associates; then
                   continues, as though
                   it were a business call)
            What's your problem? -- Wednesday
            is out? -- oh -- that throws a
            little monkey wrench into my
            agenda -- Thursday? No, I'm all
            tied up on Thursday -- let's
            schedule that meeting for Friday.

BUD - ON PHONE

                         BUD
            Friday?
                   (checks calendar)
            Let me see what I can do. I'll get
            back to you.

He hangs up, consults the directory, starts to dial a number.

INT. KIRKEBY'S OFFICE - DAY

It's another of those glass-enclosed cubicles, on the
nineteenth floor. Kirkeby is talking into a dictaphone.

                         KIRKEBY
            Premium-wise and billing-wise, we
            are eighteen percent ahead of last
            year, October-wise.

The phone has been ringing. Kirkeby switches off the machine,
picks up the phone.

                         KIRKEBY
            Hello? Yeah, Baxter. What's up?

BUD - ON PHONE

                         BUD
            Instead of Friday -- could you
            possibly switch to Thursday? You'd
            be doing me a great favor --

KIRKEBY - ON PHONE

                         KIRKEBY
            Well -- it's all right with me, Bud.
            Let me check. I'll get back to you.

He presses down the button on the cradle, dials Operator.

INT. SWITCHBOARD ROOM

There is a double switchboard in the center, with nine girls
on each side, all busy as beavers. In the foreground we
recognize Sylvia, Kirkeby's date of last night.

                         SYLVIA
            Consolidated Life -- I'll connect
            you -- Consolidated Life --

The girl next to her turns and holds out a line.

                         SWITCHBOARD GIRL
            Sylvia -- it's for you.

Sylvia plugs the call into her own switchboard.

                         SYLVIA
            Yes? Oh, hello -- sure I got home
            all right -- you owe me forty-five
            cents.

KIRKEBY - ON PHONE

                         KIRKEBY
            Okay, okay. Look, Sylvia -- instead
            of Friday - could we make it
            Thursday night?

SYLVIA - AT SWITCHBOARD

                         SYLVIA
            Thursday? That's The Untouchables --
            with Bob Stack.

KIRKEBY - ON PHONE

                         KIRKEBY
            Bob WHO? -- all right, so we'll
            watch it at the apartment. Big deal.
                   (he hangs up, dials)
            Baxter? It's okay for Thursday.

INT. NINETEENTH FLOOR - DAY

Bud, at his desk, is on the phone.

                         BUD
            Thank you, Mr. Kirkeby.
                   (hangs up, consults
                   directory, dials)
            Mr. Eichelberger? It's okay for
            Friday.
                   (hangs up, consults
                   directory, dials)
            Mr. Vanderhof? It's okay for
            Wednesday.

During this, the phone has rung at the next desk, and the
occupant, MR. MOFFETT, has picked it up. As Bud hangs up --

                         MOFFETT
                   (into phone)
            All right -- I'll tell him.
                   (hangs up, turns to Bud)
            Hey, Baxter -- that was Personnel.
            Mr. Sheldrake's secretary.

                         BUD
            Sheldrake?

                         MOFFETT
            She's been trying to reach you for
            the last twenty minutes. They want
            you up stairs.

                         BUD
            Oh!

He jumps up, stuffs the nose-spray into one pocket, a
handful of Kleenex into the other.

                         MOFFETT
            What gives, Baxter? You getting
            promoted or getting fired?

                         BUD
                   (cockily)
            Care to make a small wager?

                         MOFFETT
            I've been here twice as long as you
            have --

                         BUD
            Shall we say -- a dollar?

                         MOFFETT
            It's a bet.

Bud snake-hips between the desks like a broken-field runner.

At the elevator, Bud presses the UP button, paces nervously.
One of the elevator doors opens, and as Bud starts inside,
the doors of the adjoining elevator open, and Fran Kubelik
sticks her head out.

                         FRAN
            Going up?

Hearing her voice, Bud throws a quick "Excuse me" to the
other operator, exits quickly and steps into Fran's elevator.

                         BUD
            Twenty-seven, please. And drive
            carefully. You're carrying precious
            cargo -- I mean, manpower-wise.

Fran shuts the doors.

INT. ELEVATOR - DAY

Fran presses a button, and the elevator starts up.

                         FRAN
            Twenty-seven.

                         BUD
            You may not realize it, Miss
            Kubelik, but I'm in the top ten --
            efficiency-wise and this may be the
            day -- promotion-wise.

                         FRAN
            You're beginning to sound like Mr.
            Kirkeby already.

                         BUD
            Why not? Now that they're kicking
            me upstairs --

                         FRAN
            Couldn't happen to a nicer guy.
                   (Bud beams)
            You know, you're the only one
            around here who ever takes his hat
            off in the elevator.

                         BUD
            Really?

                         FRAN
            The characters you meet. Something
            happens to men in elevators. Must
            be the change of altitude -- the
            blood rushes to their head, or
            something -- boy, I could tell you
            stories --

                         BUD
            I'd love to hear them. Maybe we
            could have lunch in the cafeteria
            sometime -- or some evening, after
            work --

The elevator has stopped, and Fran opens the doors.

                         FRAN
            Twenty-seven.

INT. TWENTY-SEVENTH FLOOR FOYER - DAY

It is pretty plush up here -- soft carpeting and tall
mahogany doors leading to the executive offices. The elevator
door is open, and Bud steps out.

                         FRAN
            I hope everything goes all right.

                         BUD
            I hope so.
                   (turning back)
            Wouldn't you know they'd call me on
            a day like this -- with my cold and
            everything --
                   (fumbling with his tie)
            How do I look?

                         FRAN
            Fine.
                   (stepping out of elevator)
            Wait.

She takes the carnation out of her lapel, starts to put it
in Bud's buttonhole.

                         BUD
            Thank you. That's the first thing I
            ever noticed about you -- when you
            were still on the local elevator --
            you always wore a flower --

The elevator buzzer is now sounding insistently.  Fran steps
back inside.

                         FRAN
            Good luck. And wipe your nose.

She shuts the doors. Bud looks after her, then takes a
Kleenex out of his pocket, and wiping his nose, crosses to a
glass door marked J. D. SHELDRAKE, DIRECTOR OF PERSONNEL. He
stashes the used Kleenex away in another pocket, enters.

INT. SHELDRAKE'S ANTEROOM - DAY

It is a sedate office with a secretary and a couple of
typists. The secretary's name is MISS OLSEN. She is in her
thirties, flaxen- haired, handsome, wears harlequin glasses,
and has an incisive manner. Bud comes up to her desk.

                         BUD
            C. C. Baxter -- Ordinary Premium
            Accounting -- Mr. Sheldrake called
            me.

                         MISS OLSEN
            I called you -- that is, I tried to
            call you -- for twenty minutes.

                         BUD
            I'm sorry, I --

                         MISS OLSEN
            Go on in.

She indicates the door leading to the inner office. Bud
squares his shoulders and starts in.

INT. SHELDRAKE'S OFFICE - DAY

Mr. Sheldrake is a $14,000 a year man, and rates a four-
window office.

It is not quite an executive suite, but it is several pegs
above the glass cubicles of the middle echelon. There is
lots of leather, and a large desk behind which sits MR.
SHELDRAKE. He is a substantial looking, authoritative man in
his middle forties, a pillar of his suburban community, a
blood donor and a family man. The latter is attested to by a
framed photograph showing two boys, aged 8 and 10, in
military school uniforms.

As Baxter comes through the door, Sheldrake is leafing
through Dobisch's efficiency report. He looks up at Bud
through a pair of heavy-rimmed reading glasses.

                         SHELDRAKE
            Baxter?

                         BUD
            Yes, sir.

                         SHELDRAKE
                   (studying him)
            I was sort of wondering what you
            looked like. Sit down.

                         BUD
            Yes, Mr. Sheldrake.

He seats himself on the very edge of the leather armchair
facing Sheldrake.

                         SHELDRAKE
            Been hearing some very nice things
            about you -- here's a report from
            Mr. Dobisch -- loyal, cooperative,
            resourceful --

                         BUD
            Mr. Dobisch said that?

                         SHELDRAKE
            And Mr. Kirkeby tells me that
            several nights a week you work late
            at the office -- without overtime.

                         BUD
                   (modestly)
            Well, you know how it is -- things
            pile up.

                         SHELDRAKE
            Mr. Vanderhof, in Public Relations,
            and Mr. Eichelberger, in Mortgage
            and Loan -- they'd both like to
            have you transferred to their
            departments.

                         BUD
            That's very flattering.

Sheldrake puts the report down, takes off his glasses, leans
across the desk toward Bud.

                         SHELDRAKE
            Tell me, Baxter -- just what is it
            that makes you so popular?

                         BUD
            I don't know.

                         SHELDRAKE
            Think.

Bud does so. For a moment, he is a picture of intense
concentration. Then --

                         BUD
            Would you mind repeating the
            question?

                         SHELDRAKE
            Look, Baxter, I'm not stupid. I
            know everything that goes on in
            this building -- in every
            department -- on every floor --
            every day of the year.

                         BUD
                   (in a very small voice)
            You do?

                         SHELDRAKE
                   (rises, starts pacing)
            In 1957, we had an employee here,
            name of Fowler. He was very popular,
            too. Turned out he was running a
            bookie joint right in the Actuarial
            Department tying up the switchboard,
            figuring the odds on our I.B.M.
            machines -- so the day before the
            Kentucky Derby, I called in the
            Vice Squad and we raided the
            thirteenth floor.

                         BUD
                   (worried)
            The Vice Squad?

                         SHELDRAKE
            That's right, Baxter.

                         BUD
            What -- what's that got to do with
            me? I'm not running any bookie joint.

                         SHELDRAKE
            What kind of joint are you running?

                         BUD
            Sir?

                         SHELDRAKE
            There's a certain key floating
            around the office -- from Kirkeby
            to Vanderhof to Eichelberger to
            Dobisch -- it's the key to a
            certain apartment -- and you know
            who that apartment belongs to?

                         BUD
            Who?

                         SHELDRAKE
            Loyal, cooperative, resourceful C.
            C. Baxter.

                         BUD
            Oh.

                         SHELDRAKE
            Are you going to deny it?

                         BUD
            No, sir. I'm not going to deny it.
            But if you'd just let me explain --

                         SHELDRAKE
            You better.

                         BUD
                   (a deep breath)
            Well, about six months ago -- I was
            going to night school, taking this
            course in Advanced Accounting --
            and one of the guys in our
            department -- he lives in Jersey --
            he was going to a banquet at the
            Biltmore -- his wife was meeting
            him in town, and he needed someplace
            to change into a tuxedo -- so I
            gave him the key    and word must
            have gotten around -- because the
            next thing I knew, all sorts of
            guys were suddenly going to
            banquets -- and when you give the
            key to one guy, you can't say no to
            another and the whole thing got out
            of hand -- pardon me.

He whips out the nasal-spray, administers a couple of quick
squirts up each nostril.

                         SHELDRAKE
            Baxter, an insurance company is
            founded on public trust. Any
            employee who conducts himself in a
            manner unbecoming --
                   (shifting into a new gear)
            How many charter members are there
            in this little club of yours?

                         BUD
            Just those four -- out of a total
            of 31,259 -- so actually, we can be
            very proud of our personnel --
            percentage-wise.

                         SHELDRAKE
            That's not the point. Four rotten
            apples in a barrel -- no matter how
            large the barrel -- you realize
            that if this ever leaked out --

                         BUD
            Oh, it won't. Believe me. And it's
            not going to happen again. From now
            on, nobody is going to use my
            apartment --

In his vehemence he squeezes the spray bottle, which squirts
all over the desk.

                         SHELDRAKE
            Where is your apartment?

                         BUD
            West 67th Street. You have no idea
            what I've been going through --
            with the neighbors and the landlady
            and the liquor and the key --

                         SHELDRAKE
            How do you work it with the key?

                         BUD
            Well, usually I slip it to them in
            the office and they leave it under
            the mat -- but never again -- I can
            promise you that --

The phone buzzer sounds, and Sheldrake picks up the phone.

                         SHELDRAKE
            Yes, Miss Olsen.

INT. SHELDRAKE'S ANTEROOM - DAY

Miss Olsen is on the phone.

                         MISS OLSEN
            Mrs. Sheldrake returning your
            call -- on two --

She presses a button down, starts to hang the phone up,
glances around to see if the typists are watching, then
raises the receiver to her ear and eavesdrops on the
conversation.

INT. SHELDRAKE'S OFFICE - DAY

Sheldrake is talking into the phone.

                         SHELDRAKE
            Yes, dear -- I called you earlier --
            where were you? Oh, you took Tommy
            to the dentist --

During this, Bud has risen from his chair, started inching
toward the door.

                         SHELDRAKE
                   (turning to him)
            Where are you going, Baxter?

                         BUD
            Well, I don't want to intrude --
            and I thought -- since it's all
            straightened out anyway --

                         SHELDRAKE
            I'm not through with you yet.

                         BUD
            Yes, sir.

                         SHELDRAKE
                   (into phone)
            The reason I called is -- I won't
            be home for dinner tonight. The
            branch manager from Kansas City is
            in town -- I'm taking him to the
            theatre Music Man, what else? No,
            don't wait up for me -- 'bye,
            darling.
                   (hangs up, turns to Bud)
            Tell me something,  Baxter  -- have
            you seen Music Man?

                         BUD
            Not yet. But I hear it's one swell
            show.

                         SHELDRAKE
            How would you like to go tonight?

                         BUD
            You mean -- you and me? I thought
            you were taking the branch manager
            from Kansas City --

                         SHELDRAKE
            I made other plans. You can have
            both tickets.

                         BUD
            Well, that's very kind of you --
            only I'm not feeling well -- you
            see, I have this cold -- and I
            thought I'd go straight home.

                         SHELDRAKE
            Baxter, you're not reading me. I
            told you I have plans.

                         BUD
            So do I -- I'm going to take four
            aspirins and get into bed -- so you
            better give the tickets to somebody
            else --

                         SHELDRAKE
            I'm not just giving those tickets,
            Baxter -- I want to swap them.

                         BUD
            Swap them? For what?

Sheldrake picks up the Dobisch reports, puts on his glasses,
turns a page.

                         SHELDRAKE
            It also says here -- that you are
            alert, astute, and quite
            imaginative --

                         BUD
            Oh?
                   (the dawn is breaking)
            Oh!

He reaches into his coat pocket, fishes out a handful of
Kleenex, and then finally the key to his apartment. He holds
it up.

                         BUD
            This?

                         SHELDRAKE
            That's good thinking, Baxter. Next
            month there's going to be a shift
            in personnel around here -- and as
            far as I'm concerned, you're
            executive material.

                         BUD
            I am?

                         SHELDRAKE
            Now put down the key --
                   (pushing a pad toward him)
            -- and put down the address.

Bud lays the key on the desk, unclips what he thinks is his
fountain pen, uncaps it, starts writing on the pad.

                         BUD
            It's on the second floor - my name
            is not on the door -- it just says
            2A --

Suddenly he realizes that he has been trying to write the
address with the thermometer.

                         BUD
            Oh -- terribly sorry. It's that
            cold --

                         SHELDRAKE
            Relax, Baxter.

                         BUD
            Thank you, sir.

He has replaced the thermometer with the fountain pen, and
is scribbling the address.

                         BUD
            You'll be careful with the record
            player, won't you? And about the
            liquor -- I ordered some this
            morning -- but I'm not sure when
            they'll deliver it --

He has finished writing the address, shoves the pad over to
Sheldrake.

                         SHELDRAKE
            Now remember, Baxter -- this is
            going to be our little secret.

                         BUD
            Yes, of course.

                         SHELDRAKE
            You know how people talk.

                         BUD
            Oh, you don't have to worry --

                         SHELDRAKE
            Not that I have anything to hide.

                         BUD
            Oh, no sir. Certainly not. Anyway,
            it's none of my business -- four
            apples, five apples -- what's the
            difference -- percentage-wise?

                         SHELDRAKE
                   (holding out the tickets)
            Here you are, Baxter. Have a nice
            time.

                         BUD
            You too, sir.

Clutching the tickets, he backs out of the office.

                                            DISSOLVE TO:

INT. LOBBY INSURANCE BUILDING - EVENING

It is about 6:30, and the building has pretty well emptied
out by now. Bud, in raincoat and hat, is leaning against one
of the marble pillars beyond the elevators. His raincoat is
unbuttoned, and Fran's carnation is still in his lapel. He
is looking off expectantly toward a door marked EMPLOYEES'
LOUNGE - WOMEN.

Some of the female employees are emerging, dressed for the
street. Among them are Sylvia and her colleague from the
switchboard.

                         SYLVIA
            So I figure, a man in his position,
            he's going to take me to 21 and El
            Morocco -- instead, he takes me to
            Hamburg Heaven and some schnook's
            apartment --

They pass Bud without paying any attention to him. Bud has
heard the crack, and looks after Sylvia, a little hurt. Then
he glances back toward the door of the lounge, as it opens
and Fran Kubelik comes out. She is wearing a wool coat over
a street dress, no hat.

                         FRAN
                   (passing Bud)
            Good night.

                         BUD
                   (casually)
            Good night.

She is about three paces beyond him when he suddenly realizes
who it is.

                         BUD
            Oh -- Miss Kubelik.
                   (he rushes after her,
                   taking off his hat)
            I've been waiting for you.
                         FRAN
            You have?

                         BUD
            I almost didn't recognize you --
            this is the first time I've ever
            seen you in civilian clothes.

                         FRAN
            How'd you make out on the twenty-
            seventh floor?

                         BUD
            Great. Look -- have you seen The
            Music Man?

                         FRAN
            No.

                         BUD
            Would you like to?

                         FRAN
            Sure.

                         BUD
            I thought maybe we could have a
            bite to eat first -- and then --

                         FRAN
            You mean tonight?

                         BUD
            Yeah.

                         FRAN
            I'm sorry, but I can't tonight. I'm
            meeting somebody.

                         BUD
            Oh.
                   (a beat)
            You mean -- like a girl-friend?

                         FRAN
            No. Like a man.

She proceeds across the lobby toward the street entrance,
Bud following her.

                         BUD
            I wasn't trying to be personal --
            it's just that the fellows in the
            office were -- whether you wondering
            about you ever --

                         FRAN
            Just tell 'em -- now and then.

                         BUD
            This date -- is it just a date --
            or is it something serious?

                         FRAN
            It used to be serious -- at least I
            was -- but he wasn't -- so the
            whole thing is more or less kaputt.

                         BUD
            Well, in that case, couldn't you -- ?

                         FRAN
            I'm afraid not. I promised to have
            a drink with him -- he's been
            calling me all week --

                         BUD
            Oh, I understand.

He follows her out through the revolving doors.

EXT. INSURANCE BUILDING - EVENING

Fran and Bud come out.

                         BUD
                   (putting his hat on)
            Well, it was just an idea -- I hate
            to see a ticket go to waste --

                         FRAN
                   (stops)
            What time does the show go on?

                         BUD
            Eight-thirty.

                         FRAN
                   (looks at her watch)
            Well -- I could meet you at the
            theatre -- if that's all right.

                         BUD
            All right? That's wonderful! It's
            the Majestic -- 44th Street.

                         FRAN
            Meet you in the lobby. Okay?

Bud nods happily, falls in beside her as she starts down the
street.

                         BUD
            You know, I felt so lousy this
            morning -- a hundred and one
            fever -- then my promotion came
            up -- now you and I -- eleventh row
            center -- and you said I should
            have stayed in bed.

                         FRAN
            How is your cold?

                         BUD
                   (high as a kite)
            What cold? And after the show, we
            could go out on the town --
                   (does a little cha
                   cha step)
            I've been taking from Arthur Murray.

                         FRAN
            So I see.

                         BUD
            They got a great little band at El
            Chico, in the Village -- it's
            practically around the corner from
            where you live.

                         FRAN
            Sounds good.
                   (a sudden thought)
            How do you know where I live?

                         BUD
            Oh, I even know who you live
            with -- your sister and brother-in-
            law -- I know when you were born --
            and where -- I know all sorts of
            things about you.

                         FRAN
            How come?

                         BUD
            A couple of months ago I looked up
            your card in the group insurance
            file.

                         FRAN
            Oh.

                         BUD
            I know your height, your weight and
            your Social Security number -- you
            had mumps, you had measles, and you
            had your appendix out.

They have now reached the corner, and Fran stops.

                         FRAN
            Well, don't tell the fellows in the
            office about the appendix. They may
            get the wrong idea how you found
            out.
                   (turning the corner)
            'Bye.

                         BUD
                   (calling after her)
            Eight-thirty!

He watches her walk away, an idiot grin on his face. Despite
what he told Fran, his nose is stuffed up, so he takes out
the anti-histamine and sprays his nostrils. Then, carried
away, he squirts some of the stuff on the carnation in his
buttonhole, moves off in the opposite direction.

EXT. DOWNTOWN STREET - EVENING

Fran comes hurrying along the street. She is late. Her
objective is a small Chinese restaurant, with a neon sign
reading THE RICKSHAW - COCKTAILS - CANTONESE FOOD. She
starts down a flight of steps leading to the entrance.

INT. CHINESE RESTAURANT - EVENING

The bar is a long, narrow, dimly-lit room with booths along
one side. Beyond a bamboo curtain is the main dining room,
which does not concern us. The place is decorated in Early
Beachcomber style rattan, fish-nets, conch-shells, etc.

The help is Chinese. At this early hour, there are only half
a dozen customers in the place -- all at the bar except for
one man, sitting in the last booth with his back toward
camera. At a piano, a Chinese member of Local 808 is
improvising mood music.

Fran comes through the door, and without looking around,
heads straight for the last booth. The bartender nods to
her -- they know her there. As she passes the piano player,
he gives her a big smile, segues into JEALOUS LOVER.

Fran comes up to the man sitting in the last booth.

                         FRAN
                   (a wistful smile)
            Good evening, Mr. Sheldrake.

Sheldrake, for that's who it is, looks around nervously to
make sure no one has heard her.

                         SHELDRAKE
            Please, Fran -- not so loud.
                   (he gets up)


                         FRAN
            Still afraid somebody may see us
            together?

                         SHELDRAKE
                   (reaching for her coat)
            Let me take that.

                         FRAN
            No, Jeff. I can't stay very long.
                   (sits opposite him,
                   with her coat on)
            Can I have a frozen daiquiri?

                         SHELDRAKE
            It's on the way.
                   (sits down)
            I see you went ahead and cut your
            hair.

                         FRAN
            That's right.

                         SHELDRAKE
            You know I liked it better long.

                         FRAN
            Yes, I know. You want a lock to
            carry in your wallet?

A waiter comes up with a tray: two daiquiris, fried shrimp,
eggrolls, and a bowl of sauce.

                         WAITER
                   (showing all his teeth)
            Evening, lady. Nice see you again.

                         FRAN
            Thank you.

The waiter has set everything on the table, leaves.

                         SHELDRAKE
            How long has it been -- a month?

                         FRAN
            Six weeks. But who's counting?

                         SHELDRAKE
            I missed you, Fran.

                         FRAN
            Like old times. Same booth, same
            song --

                         SHELDRAKE
            It's been hell.

                         FRAN
                   (dipping shrimp)
            -- same sauce -- sweet and sour.

                         SHELDRAKE
            You don't know what it's like --
            standing next to you in that
            elevator, day after day -- Good
            morning, Miss Kubelik -- Good
            night, Mr. Sheldrake -- I'm still
            crazy about you, Fran.

                         FRAN
                   (avoiding his eyes)
            Let's not start on that again,
            Jeff -- please. I'm just beginning
            to get over it.

                         SHELDRAKE
            I don't believe you.

                         FRAN
            Look, Jeff -- we had two wonderful
            months this summer -- and that was
            it. Happens all the time -- the
            wife and kids go away to the
            country, and the boss has a fling
            with the secretary or the
            manicurist -- or the elevator girl.
            Comes September, the picnic is
            over -- goodbye. The kids go back
            to school, the boss goes back to
            the wife, and the girl --
                   (she is barely able
                   to control herself)
            They don't make these shrimp like
            they used to.

                         SHELDRAKE
            I never said goodbye, Fran.

                         FRAN
                   (not listening)
            For a while there, you try kidding
            yourself that you're going with an
            unmarried man. Then one day he
            keeps looking at his watch, and
            asks you if there's any lipstick
            showing, then rushes off to catch
            the seven-fourteen to White Plains.
            So you fix yourself a cup of
            instant coffee -- and you sit there
            by yourself -- and you think -- and
            it all begins to look so ugly --

There are tears in her eyes. She breaks off, downs what's
left of the daiquiri.

                         SHELDRAKE
            How do you think I felt -- riding
            home on that seven-fourteen train?

                         FRAN
            Why do you keep calling me, Jeff?
            What do you want from me?

                         SHELDRAKE
                   (taking her hand)
            I want you back, Fran.

                         FRAN
                   (withdrawing her hand)
            Sorry, Mr. Sheldrake -- I'm full up.
            You'll have to take the next
            elevator.

                         SHELDRAKE
            You're not giving me a chance, Fran.
            I asked you to meet me because -- I
            have something to tell you.
                         FRAN
            Go ahead -- tell me.

                         SHELDRAKE
                   (a glance around)
            Not here, Fran. Can't we go some
            place else?

                         FRAN
            No. I have a date at eight-thirty.

                         SHELDRAKE
            Important?

                         FRAN
            Not very -- but I'm going to be
            there anyway.

She takes out an inexpensive square compact with a fleur de
lis pattern on it, opens it, starts to fix her face. The
waiter comes up with a couple of menus.

                         WAITER
            You ready order dinner now?

                         FRAN
            No. No dinner.

                         SHELDRAKE
            Bring us two more drinks.

                                            CUT TO:

EXT. MAJESTIC THEATRE - EVENING

It is 8:25, and there is the usual hectic to-do -- taxis
pulling up, people milling around the sidewalk and crowding
into the lobby. In the middle of this melee, buffeted by the
throng, stands Bud, in raincoat and hat, looking anxiously
for Fran.

                                            CUT TO:

INT. CHINESE RESTAURANT - EVENING

Fran and Sheldrake, in the booth, are working on the second
round of drinks.

                         SHELDRAKE
            Fran -- remember that last weekend
            we had?

                         FRAN
                   (wryly)
            Do I. That leaky little boat you
            rented -- and me in a black negligee
            and a life preserver --

                         SHELDRAKE
            Remember what we talked about?

                         FRAN
            We talked about a lot of things.

                         SHELDRAKE
            I mean -- about my getting a divorce.

                         FRAN
            We didn't talk about it -- you did.

                         SHELDRAKE
            You didn't really believe me, did
            you?

                         FRAN
                   (shrugging)
            They got it an a long playing
            record now - Music to String Her
            Along By. My wife doesn't understand
            me -- We haven't gotten along for
            years -- You're the best thing that
            ever happened to me --

                         SHELDRAKE
            That's enough, Fran.

                         FRAN
                   (going right on)
            Just trust me, baby -- we'll work
            it out somehow --

                         SHELDRAKE
            You're not being funny.

                         FRAN
            I wasn't trying.

                         SHELDRAKE
            If you'll just listen to me for a
            minute --

                         FRAN
            Okay. I'm sorry.

                         SHELDRAKE
            I saw my lawyer this morning -- I
            wanted his advice  -- about the
            best way to handle it --

                         FRAN
            Handle what?

                         SHELDRAKE
            What do you think?

                         FRAN
                   (looking at him for a
                   long moment - then)
            Let's get something straight,
            Jeff -- I never asked you to leave
            your wife.

                         SHELDRAKE
            Of course not. You had nothing to
            do with it.

                         FRAN
                   (her eyes misting up again)
            Are you sure that's what you want?

                         SHELDRAKE
            I'm sure. If you'll just tell me
            that you still love me --

                         FRAN
                   (softly)
            You know I do.

                         SHELDRAKE
            Fran --

He takes her hand, kisses it. The bar has been filling up,
and now two couples are seating themselves in a nearby booth.
One of the women is Miss Olsen.

                         FRAN
                   (pulling her hand
                   away gently)
            Jeff -- darling --

She indicates the other customers. Sheldrake glances over
his shoulder.

                         SHELDRAKE
            It is crowding up. Let's get out of
            here.

They rise. Sheldrake leaves some money on the table, leads
Fran toward the entrance. As they pass Miss Olsen's booth,
she turns around slowly, and putting on her glasses, looks
after them.

Sheldrake slips a bill to the piano player, who gives them a
big smile, slides into JEALOUS LOVER again. Retrieving his
hat and coat from the checkroom girl, Sheldrake steers Fran
through the door.

Miss Olsen watches them with a cold smile.

EXT. CHINESE RESTAURANT - EVENING

Fran and Sheldrake come up the steps.

                         SHELDRAKE
                   (to a passing cab)
            Taxi!

It passes without stopping.

                         FRAN
            I have that date -- remember?

                         SHELDRAKE
            I love you -- remember?

Another taxi approaches. Sheldrake gives a shrill whistle,
and it pulls up. He opens the door.

                         FRAN
            Where are we going, Jeff? Not back
            to that leaky boat --

                         SHELDRAKE
            I promise.

He helps her into the cab, takes out of his coat pocket the
page from the pad on which Bud wrote the address of the
apartment.

                         SHELDRAKE
                   (to cab driver)
            51 West Sixty-Seventh.

He gets in beside Fran, shuts the door. As the cab pulls
away, through the rear window the two can be seen kissing.

                                            CUT TO:

EXT. MAJESTIC THEATRE - EVENING

It's 9 o'clock, the lobby is deserted, and standing on the
sidewalk all by himself, is Bud. He takes a Kleenex out of
his pocket, blows his nose, stuffs the used Kleenex in
another pocket. He looks up and down the street, consults
his watch, decides to wait just a little longer.

                                            FADE OUT:

FADE IN:

BAXTER'S DESK CALENDAR

The leaves are flipping over. Mr. Sheldrake seems to be
using The Apartment regularly -- for the name Sheldrake, in
Bud's handwriting, appears on the pages dated Monday,
November 9, Thursday, November 12, Thursday, November 19,
Monday, November 23, and Monday, November 30. Mr. Sheldrake
also seems to be Baxter's only customer by now, since the
other leaves of the calendar are blank.

                                            DISSOLVE TO:

INT. NINETEENTH FLOOR - INSURANCE BUILDING - DAY

It is a gloomy December morning, and hundreds of desk-bound
employees are bent over their paper-work.

Bud Baxter, in raincoat and hat, is clearing out his desk.
He has piled everything on his blotter pad -- reference
books, papers, a fountain pen set, pencils, paper clips and
the calendar. Watching him from the next desk is a
dumbfounded Moffett. Bud picks up the blotter pad with his
stuff on it, and as he moves past Moffett's desk, Moffett
takes out a dollar bill, drops it grudgingly on the loaded
pad. Bud flashes him a little grin, continues between the
desks toward the row of glass-enclosed offices housing the
supervisory personnel.

He comes up to an unoccupied cubicle. A sign painter is
brushing in some new lettering on the glass door -- it reads
C. C. BAXTER, Second Administrative Assistant. Bud studies
the sign with a good deal of satisfaction.

                         BUD
                   (to painter)
            Would you mind --?
                   (the painter turns around)
            C. C. Baxter -- that's me.

With an "Oh, " the painter opens the door for him.

INT. BAXTER'S OFFICE - DAY

Bud enters his new office, deposits his stuff on the bare
desk, looks around possessively. The small cubicle boasts
one window, carpeting on the floor, a filing cabinet, a
couple of synthetic-leather chairs, and a clothes-tree -- to
Bud, it is the Taj Mahal. He crosses to the clothes-tree,
removes his hat and coat, hangs them up. From OFF comes --

                         KIRKEBY'S VOICE
            Hi, Buddy-boy.

                         DOBISCH'S VOICE
            Congratulations, and all that jazz.

Bud turns. Kirkeby, Dobisch, Eichelberger and Vanderhof have
come into the office.

                         BUD
            Hi, fellas.

                         EICHELBERGER
            Well, you made it, kid -- just like
            we promised.

                         VANDERHOF
            Quite an office -- name on the
            door -- rug on the floor -- the
            whole schmear.

                         BUD
            Yeah.

                         DOBISCH
            Teamwork -- that's what counts in
            an organization like this. All for
            one and one for all -- know what I
            mean?

                         BUD
            I have a vague idea.

Kirkeby signals to Vanderhof, who shuts the door. The four
charter members of the club start closing in on Bud.

                         KIRKEBY
            Baxter, we're a little disappointed
            in you -- gratitude-wise.

                         BUD
            Oh, I'm very grateful.

                         EIGHELBERGER
            Then why are you locking us out,
            all of a sudden?

                         BUD
            It's been sort of rough these last
            few weeks -- what with my cold and
            like that --

He has picked up the desk calendar, shoves it discreetly
into one of the drawers.

                         DOBISCH
            We went to bat for you -- and now
            you won't play ball with us.

                         BUD
            Well, after all, it's my
            apartment -- it's private
            property -- it's not a public
            playground.

                         VANDERHOF
            All right, so you got yourself a
            girl -- that's okay with us -- but
            not every night of the week.

                         KIRKEBY
            How selfish can you get?
                   (to the others)
            Last week I had to borrow my
            nephew's car and take Sylvia to a
            drive-in in Jersey. I'm too old for
            that sort of thing -- I mean, in a
            Volkswagen.

                         BUD
            I sympathize with your problem --
            and believe me, I'm very sorry --

                         DOBISCH
            You'll be a lot sorrier before
            we're through with you.

                         BUD
            You threatening me?

                         DOBISCH
            Listen, Baxter, we made you and we
            can break you.

He deliberately flips a cigar ash on Bud's desk. At the same
time, the door opens, and Sheldrake comes striding in briskly.

                         BUD
            Good morning, Mr. Sheldrake.

The others swivel around.

                         SHELDRAKE
            Morning, gentlemen.
                   (to Bud)
            Everything satisfactory? You like
            your office?

                         BUD
            Oh, yes, sir. Very much. And I want
            to thank you --

                         SHELDRAKE
            Don't thank me -- thank your
            friends here -- they're the ones
            who recommended you.

The four friends manage to work up some sickly smiles.

                         DOBISCH
            We just dropped in to wish him the
            best.
                   (quickly brushes
                   cigar ash off desk)


                         KIRKEBY
                   (as they move toward
                   the door)
            So long, Baxter. We know you won't
            let us down.

                         BUD
            So long, fellas. Drop in any time.
            The door is always open -- to my
            office.

They leave. Sheldrake and Bud are alone.

                         SHELDRAKE
            I like the way you handled that.
            Well, how does it feel to be an
            executive?

                         BUD
            Fine. And I want you to know I'll
            work very hard to justify your
            confidence in me --
                         SHELDRAKE
            Sure you will.
                   (a beat)
            Say, Baxter, about the apartment -
            now that you got a raise, don't you
            think we can afford a second key?

                         BUD
            Well -- I guess so.

                         SHELDRAKE
            You know my secretary -- Miss
            Olsen --

                         BUD
            Oh, yes. Very attractive. Is she --
            the lucky one?

                         SHELDRAKE
            No, you don't understand. She's a
            busybody -- always poking her nose
            into things -- and with that key
            passing back and forth -- why take
            chances?

                         BUD
            Yes, sir. You can't be too careful.

He glances toward the glass partitions to make sure that
nobody is watching.

                         BUD
            I have something here -- I think it
            belongs to you.

Out of his pocket he has slipped the compact with the fleur-
de-lis pattern we saw Fran use at the Rickshaw. He holds it
out to Sheldrake.

                         SHELDRAKE
            To me?

                         BUD
            I mean -- the young lady -- whoever
            she may be -- it was on the couch
            when I got home last night.

                         SHELDRAKE
            Oh, yes. Thanks.

                         BUD
            The mirror is broken.
                   (opens compact,
                   revealing crack in mirror)
            It was broken when I found it.

                         SHELDRAKE
            So it was.
                   (takes the compact)
            She threw it at me.

                         BUD
            Sir?

                         SHELDRAKE
            You know how it is -- sooner or
            later they all give you a bad time.

                         BUD
                   (man-of-the-world)
            I know how it is.

                         SHELDRAKE
            You see a girl a couple of times a
            week -- just for laughs -- and
            right away she thinks you're going
            to divorce your wife. I ask you --
            is that fair?

                         BUD
            No, sir. That's very unfair --
            especially to your wife.

                         SHELDRAKE
            Yeah.
                   (shifting gears)
            You know, Baxter, I envy you.
            Bachelor -- all the dames you
            want -- no headaches, no
            complications --

                         BUD
            Yes, sir. That's the life, all right.

                         SHELDRAKE
            Put me down for Thursday again.

                         BUD
            Roger. And I'll get that other key.

Sheldrake exits. Bud takes the calendar out of the desk
drawer, makes an entry.

                                            DISSOLVE TO:

BAXTER'S DESK CALENDAR

Again the leaves are flipping over, and again we see
Sheldrake's name in Bud's handwriting -- booked for the
following dates: Monday, December 14, Thursday, December 17,
Monday, December 21, Thursday, December 24.

                                            DISSOLVE TO:

INT. SWITCHBOARD ROOM - DAY

Perched on top of the switchboard is a small decorated
Christmas tree, and the operators are dispensing holiday
greetings to all callers.

                         OPERATORS
            Consolidated Life -- Merry
            Christmas -- I'll connect you --
            Consolidated Life -- Merry
            Christmas -- I'm ringing --

In the foreground, Sylvia is engaged in a private
conversation of her own.

                         SYLVIA
                   (into mouthpiece)
            Yeah? -- YEAH? -- Where? -- You
            bet --

She tears off her headset, and turns to the other girls.

                         SYLVIA
            Somebody watch my line -- there's a
            swinging party up on the nineteenth
            floor --

She scoots out the door. The other girls immediately abandon
their posts, and dash after her.

INT. NINETEENTH FLOOR - DAY

It's a swinging party, all right. Nobody is working. Several
desks have been cleared and pushed together, and on top of
this improvised stage four female employees and Mr. Dobisch,
with his pants-legs rolled up, are doing a Rockette kick
routine to the tune of JINGLE BELLS. Employees are ringed
around the performers, some drinking out of paper cups,
others singing and clapping in rhythm.

One of the cubicles has been transformed into a bar, and it
is jammed with people. Mr. Kirkeby and Mr. Vanderhof are
pouring -- each has a couple of bottles of liquor in his
hands, and is emptying them into the open top of a water-
cooler.

But the stuff is flowing out as fast as it flows in --
everybody is in line with a paper cup waiting for a refill.

Bud comes shouldering his way out of the crowded cubicle,
holding aloft two paper cups filled with booze. Since his
promotion he has bought himself a new suit, dark flannel,
and with it he wears a white shirt with a pinned round
collar, and a foulard tie. He also has quite a glow on.
Detouring past necking couples, he heads in the direction of
the elevators.

The doors of Fran's elevator are just opening, and the
switchboard operators, led by Sylvia, come streaming out.

                         SYLVIA
                   (to a colleague)
            -- so I said to him: Never again! --
            either get yourself a bigger car or
            a smaller girl --

As they head for the party, they pass Bud, who is approaching
the elevator with the two drinks. Fran is just closing the
elevator doors.

                         BUD
            Miss Kubelik.

The doors slide open again, and Fran looks out. Instead of
the customary carnation in the lapel of her uniform, she
wears a sprig of holly.

                         BUD
                   (holding out one of
                   the drinks)
            Marry Christmas.

                         FRAN
            Thank you.
                   (takes drink)
            I thought you were avoiding me.

                         BUD
            What gave you that idea?

                         FRAN
            In the last six weeks you've only
            been in my elevator once -- and
            then you didn't take your hat off.

                         BUD
            Well, as a matter of fact, I was
            rather hurt when you stood me up
            that night --

                         FRAN
            I don't blame you. It was
            unforgivable.

                         BUD
            I forgive you.

                         FRAN
            You shouldn't.

                         BUD
            You couldn't help yourself. I mean,
            when you're having a drink with one
            man, you can't just suddenly walk
            out on him because you have another
            date with another man. You did the
            only decent thing.

                         FRAN
            Don't be too sure. Just because I
            wear a uniform -- that doesn't make
            me a Girl Scout.

                         BUD
            Miss Kubelik, one doesn't get to be
            a second administrative assistant
            around here unless he's a pretty
            good judge of character -- and as
            far as I'm concerned, you're tops.
            I mean, decency-wise -- and
            otherwise-wise.
                   (toasting)
            Cheers.

                         FRAN
            Cheers.

They down their drinks. Bud takes the empty cup from her.

                         BUD
            One more?

                         FRAN
                   (indicating elevator)
            I shouldn't drink when I'm driving.

                         BUD
            You're so right.

He reaches into the elevator, takes a cardboard sign off a
hook, hangs it on the elevator door. It reads USE OTHER
ELEVATOR.

                         BUD
            By the power vested in me, I
            herewith declare this elevator out
            of order.
                   (leading her toward
                   the party)
            Shall we join the natives?

                         FRAN
            Why not?
                   (as they pass a
                   kissing couple)
            They seem friendly enough.

                         BUD
            Don't you believe it. Later on
            there will be human sacrifices --
            white collar workers tossed into
            the computing machines, and punched
            full of those little square holes.

                         FRAN
            How many of those drinks did you
            have?

                         BUD
                   (holding up four fingers)
            Three.

                         FRAN
            I thought so.

They have now reached the entrance to the bar, which is
overflowing with thirsty natives.

                         BUD
            You wait here. I think I hear the
            sound of running water.

He leaves her outside the cubicle, and elbows his way
through the crowd toward the booze-filled water cooler. Out
of another cubicle comes Miss Olsen, cup in hand. She too
has had quite a few. Seeing Fran, she walks up to her, with
an acid smile on her face.

                         MISS OLSEN
            Hi. How's the branch manager from
            Kansas City?

                         FRAN
            I beg your pardon?
                         MISS OLSEN
            I'm Miss Olsen -- Mr. Sheldrake's
            secretary.

                         FRAN
            Yes, I know.

                         MISS OLSEN
            So you don't have to play innocent
            with me. He used to tell his wife
            that I was the branch manager from
            Seattle -- four years ago when we
            were having a little ring-a-ding-
            ding.

                         FRAN
            I don't know what you're talking
            about.

                         MISS OLSEN
            And before me there was Miss Rossi
            in Auditing -- and after me there
            was Miss Koch in Disability -- and
            just before you there was Miss
            What's-Her-Name, on the twenty-
            fifth floor --

                         FRAN
                   (wanting to get away)
            Will you excuse me?

                         MISS OLSEN
                   (holding her by the arm)
            What for? You haven't done
            anything -- it's him -- what a
            salesman -- always the last booth
            in the Chinese restaurant -- and
            the same pitch about divorcing his
            wife -- and in the end you wind up
            with egg foo yong on your face.

Bud comes burrowing out of the crowded cubicle, balancing
the two filled paper cups, spots Fran.

                         BUD
            Miss Kubelik.

Fran turns away from Miss Olsen.

                         FRAN
            Well -- thank you.

                         MISS OLSEN
            Always happy to do something for
            our girls in uniform.

She moves off as Bud joins Fran, who is looking a little pale.

                         BUD
            You all right? What's the matter?

                         FRAN
            Nothing.
                   (takes the drink)
            There are just too many people here.

                         BUD
            Why don't we step into any office?
            There's something I want your
            advice about, anyway.
                   (leads her toward his cubicle)
            I have my own office now, naturally.
            And you may be interested to know
            I'm the second youngest executive
            in the company -- the only one
            younger is a grandson of the
            chairman of the board.

INT. BAXTER'S OFFICE - DAY

Bud ushers Fran in, and is confronted by a strange couple
necking in the corner. He gestures them out, crosses to his
desk.

                         BUD
            Miss Kubelik, I would like your
            honest opinion. I've had this in my
            desk for a week -- cost me fifteen
            dollars -- but I just couldn't get
            up enough nerve to wear it --

From under the desk he has produced a hatbox, and out of the
hatbox a black bowler, which he now puts on his head.

                         BUD
            It's what they call the junior
            executive model. What do you think?

Fran looks at him blankly, absorbed in her own thoughts.

                         BUD
            Guess I made a boo-boo, huh?

                         FRAN
                   (paying attention again)
            No -- I like it.

                         BUD
            Really? You mean you wouldn't be
            ashamed to be seen with somebody in
            a hat like this?

                         FRAN
            Of course not.

                         BUD
            Maybe if I wore it a little more to
            the side --
                   (adjusting hat)
            is that better?

                         FRAN
            Much better.

                         BUD
            Well, as long as you wouldn't be
            ashamed to be seen with me -- how
            about the three of us going out
            this evening -- you and me and the
            bowler -- stroll down Fifth
            Avenue -- sort of break it in --

                         FRAN
            This is a bad day for me.

                         BUD
            I understand. Christmas -- family
            and all that --

                         FRAN
            I'd better get back to my elevator.
            I don't want to be fired.

                         BUD
            Oh, you don't have to worry about
            that. I have quite a bit of
            influence in Personnel. You know Mr.
            Sheldrake?

                         FRAN
                   (guardedly)
            Why?

                         BUD
            He and I are like this.
                   (crosses his fingers)
            Sent me a Christmas card. See?

He has picked up a Christmas card from his desk, shows it to
Fran. It is a photograph of the Sheldrake clan grouped
around an elaborate Christmas tree -- Mr. and Mrs.
Sheldrake, the two boys in military school uniforms, and a
big French poodle. Underneath it says:

                     SEASON'S GREETINGS
                     from the SHELDRAKES
                Emily, Jeff, Tommy, Jeff Jr.,
                         and Figaro.

                         FRAN
                   (studying the card ruefully)
            Makes a cute picture.

                         BUD
            I thought maybe I could put in a
            word for you with Mr. Sheldrake --
            get you a little promotion -- how
            would you like to be an elevator
            starter?

                         FRAN
            I'm afraid there are too many other
            girls around here with seniority
            over me.

                         BUD
            No problem. Why don't we discuss it
            sometime over the holidays -- I
            could call you and pick you up and
            we'll have the big unveiling --
                   (touching the brim of
                   his bowler)
            -- you sure this is the right way
            to wear it?

                         FRAN
            I think so.

                         BUD
            You don't think it's tilted a
            little too much --

Fran takes her compact out of her uniform pocket, opens it,
hands it to Bud.

                         FRAN
            Here.

                         BUD
                   (examining himself in
                   the mirror)
            After all, this is a conservative
            firm -- I don't want people to
            think I'm an entertainer --

His voice trails off. There is something familiar about the
cracked mirror of the compact -- and the fleur-de-lis
pattern on the case confirms his suspicion. Fran notices the
peculiar expression on his face.

                         FRAN
            What is it?

                         BUD
                   (with difficulty)
            The mirror -- it's broken.

                         FRAN
            I know. I like it this way -- makes
            me look the way I feel.

The phone has started to ring. Bud doesn't hear it. He
closes the compact, hands it to Fran.

                         FRAN
            Your phone.

                         BUD
            Oh.
                   (picks up phone from desk)
            Yes?
                   (throws a quick look
                   at Fran)
            Just a minute.
                   (covers mouthpiece;
                   to Fran)
            If you don't mind -- this is sort
            of personal

                         FRAN
            All right. Have a nice Christmas.

She exits, closing the door. Bud takes his hand off the
mouthpiece.

                         BUD
                   (every word hurts)
            Yes, Mr. Sheldrake -- no, I didn't
            forget -- the tree is up and the
            Tom and Jerry mix is in the
            refrigerator -- yes, sir -- same to
            you.

He hangs up, stands there for a moment, the bowler still on
his head, the noise from the party washing over him. He
slowly crosses to the clothes-tree. picks up his coat -- a
new, black chesterfield. With the coat over his arm, he
starts out of the office.

INT. NINETEENTH FLOOR - DAY

The party has picked up tempo. On top of the desks, Sylvia
is doing a mock strip tease -- without taking any clothes
off. There is hollering, drinking and clapping all around her.

Bud moves past the floor show, paying no attention. Kirkeby
spots him, detaches himself from the cheering section around
Sylvia.

                         KIRKEBY
            Where you going, Buddy-boy? The
            party's just starting.
                   (catching up with him)
            Listen, kid -- give me a break,
            will you -- how about tomorrow
            afternoon? I can't take her to that
            drive-in again -- the car doesn't
            even have a heater four o'clock --
            okay?

Bud ignores him, continues walking through the ranks of
empty desks.

                                            DISSOLVE TO:

INT. CHEAP BAR - COLUMBUS AVENUE IN THE SIXTIES - EVENING

It is six o'clock, and the joint is crowded with customers
having one for the road before joining their families for
Christmas Eve. There are men with gaily wrapped packages,
small trussed-up Christmas trees, a plucked turkey in a
plastic bag. Written across the mirror behind the bar, in
glittering white letters, is HAPPY HOLIDAYS. Everybody is in
high spirits, laughing it up and toasting each other.

Everybody except Bud Baxter. He is standing at the bar in
his chesterfield and bowler, slightly isolated, brooding
over an almost empty martini glass. The bartender comes up,
sets down a fresh martini with an olive on a toothpick,
takes his payment from a pile of bills and coins lying in
front of Bud. Bud fishes out the olive, adds it to half a
dozen other impaled olives neatly arranged in fan shape on
the counter. He is obviously trying to complete the circle.

A short, rotund man dressed as Santa Claus hurries in from
the street, and comes up to the bar beside Bud.

                         SANTA CLAUS
                   (to bartender)
            Hey, Charlie -- give me a shot of
            bourbon -- and step on it -- my
            sleigh is double parked.

He laughs uproariously at his own joke, nudges Bud with his
elbow. Bud stares at him coldly, turns back to his martini.
The laughter dies in Santa Claus' throat. He gets his short
of bourbon, moves down the bar to find more convivial company.

Standing near the end of the curved bar is a girl in her
middle twenties wearing a ratty fur coat. Her name is MARGIE
MacDOUGALL, she is drinking a Rum Collins through a straw,
and she too is alone. From a distance, she is studying Bud
with interest. On the bar in front of her is a container of
straws in paper wrappers. She takes one of them out, tears
off the end of the paper, blows through the straw -- sending
the wrapper floating toward Bud. The paper wrapper passes
right in front of Bud's nose. He doesn't notice it.

Margie, undaunted, lets go with another missile.

This time the wrapper lands on the brim of Bud's bowler. No
reaction. Another wrapper comes floating in, hits Bud's
cheek. He never takes his eye off his martini.

Margie leaves her place, and carrying her handbag and her
empty glass, comes up alongside Bud. Without a word, she
reaches up and removes the wrapper from Bud's bowler.

                         MARGIE
            You buy me a drink, I'll buy you
            some music.
                   (sets the glass down)
            Rum Collins.

Not waiting for an answer, she heads for the juke box. Bud
looks after her noncommittally, then turns to the bartender.

                         BUD
            Rum Collins.
                   (indicating martini glass)
            And another one of these little
            mothers.

At the juke box, Margie has dropped a coin in and made her
selection. The music starts -- ADESTE FIDELIS. She rejoins
Bud at the bar just as the bartender is putting down their
drinks in front of them. Bud removes the new olive, adds it
to the pattern on the counter in front of him. They both
drink, staring straight ahead. For quite a while, there is
complete silence between them.

                         MARGIE
                   (out of nowhere)
            You like Castro?
                   (a blank look from Bud)
            I mean -- how do you feel about
            Castro?
                         BUD
            What is Castro?

                         MARGIE
            You know, that big-shot down in
            Cuba with the crazy beard.

                         BUD
            What about him?

                         MARGIE
            Because as far as I'm concerned,
            he's a no good fink. Two weeks ago
            I wrote him a letter -- never even
            answered me.

                         BUD
            That so.

                         MARGIE
            All I wanted him to do was let
            Mickey out for Christmas.

                         BUD
            Who is Mickey?

                         MARGIE
            My husband. He's in Havana -- in
            jail.

                         BUD
            Oh. Mixed up in that revolution?

                         MARGIE
            Mickey? He wouldn't do nothing like
            that. He's a jockey. They caught
            him doping a horse.

                         BUD
            Well, you can't win 'em all.

They sit there silently for a moment, contemplating the
injustices of the world.

                         MARGIE
                   (to herself)
            'Twas the night before Christmas
            And all through the house
            Not a creature was stirring --
            Nothing --
            No action --
            Dullsville!
                   (drinks; to Bud)
            You married?

                         BUD
            No.

                         MARGIE
            Family?

                         BUD
            No.

                         MARGIE
            A night like this, it sort of
            spooks you to walk into an empty
            apartment.

                         BUD
            I said I had no family -- I didn't
            say I had an empty apartment.

They both drink.

                                            CUT TO:

INT. BUD'S APARTMENT - EVENING

The living room is dark, except for a shaft of light from
the kitchen, and the glow of the colored bulbs on a small
Christmas tree in front of the phony fireplace.

Hunched up in one corner of the couch is Fran, still in her
coat and gloves, crying softly. Pacing up and down is
Sheldrake. His coat and hat are on a chair, as are several
Christmas packages. On the coffee table are an unopened
bottle of Scotch, a couple of untouched glasses, and a bowl
of melting ice.

                         SHELDRAKE
                   (stops and faces Fran)
            Come on, Fran -- don't be like that.
            You just going to sit there and
            keep bawling?
                   (no answer)
            You won't talk to me, you won't
            tell me what's wrong --
                   (a new approach)
            Look, I know you think I'm stalling
            you. But when you've been married
            to a woman for twelve years, you