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                                   "KRAMER VS. KRAMER"

                                            by

                                      Robert Benton

                

               FADE IN:

               INT. OFFICE – ADVERTISING AGENCY – MIDTOWN – EVENING

               WIDE SHOT

               A large and very comfortable office over-looking St. Patrick's 
               Cathedral. At the moment the office is filled to bursting 
               with men and women, slumped in chairs, sitting on desks, all 
               of them very tense. Among the crowd of people we note: MURRAY 
               FISHER, a young and very ambitious junior executive and 
               PHYLLIS BERNARD, an attractive woman in her early thirties. 
               She is a lawyer with the agency.

               At the moment, TED KRAMER, nice-looking without being what 
               you would call a matinee idol, paces back and forth. His tie 
               is loosened, he checks his watch every fifteen seconds. 
               Clearly he is very distraught.

                                     TED
                              (predicting the worst)
                         They're not gonna call... I tell you 
                         they're not gonna call. I blew it. I 
                         don't know what I did wrong, but I –

               REVERSE ON JIM O'CONNOR

               Ted's boss and good friend. He is in his middle fifties, 
               nattily dressed with the slightly bleary look of a heavy 
               drinker. He sits back in his chair with his feet propped on 
               the desk and a drink in one hand.

                                     O'CONNOR
                              (not unfriendly)
                         Ted, will you take it easy? Revlon's 
                         not about to drop an account that 
                         represents more than two million in 
                         gross billing receipts in a small 
                         agency like this, without making us 
                         sweat. Now just relax, okay? 
                         Everything's gonna be fine.

                                     TED
                              (at this stage, nothing 
                              will help)
                         I don't think so, Jim. Maybe I 
                         shouldn't have –

               Sound-effect: The phone rings. Everyone freezes. As O'Connor 
               reaches for the phone,

                                                                    CUT TO:

               INT. CHILD'S ROOM, KRAMER APT. – EVENING

               The room is dark, the only light coming from a small night 
               light.

               We SEE a beautiful five year old boy (BILLY KRAMER). He lies 
               in bed, half asleep. HOLD FOR A BEAT as a beautiful woman 
               (JOANNA KRAMER) leans over, kisses the child and hugs him 
               tightly to her.

                                     JOANNA
                              (intense)
                         I love you, Billy...

                                     BILLY
                              (drowsy)
                         I love you too, mommy... Good-night...

               ON JOANNA

               She gets up from the bed and starts toward the door of the 
               child's room.

                                     JOANNA
                         Sleep tight...

                                     BILLY
                         Don't let the bedbugs bite...

               Joanna stops in the doorway, silhouetted against the light. 
               She turns, takes a last look at her son, then steps outside.

                                                                    CUT TO:

               INT. HALLWAY – EVENING

               ON JOANNA

               Now that the light is brighter, we can SEE her more clearly. 
               In her mid-thirties, she is beautiful, dressed in a style 
               that can best be described as Bloomingdale's. HOLD FOR A 
               BEAT as she leans against the door. It is clear from her 
               expression that she is terribly upset. Then, making up her 
               mind, she crosses to a closet and takes out a suitcase.

               THE CAMERA TRACKS WITH HER as she carries it into the bedroom, 
               lays it out on the bed and opens it.

               PAN WITH HER as she crosses to a closet, grabs an armload of 
               clothes and dumps them helter-skelter into the suitcase.

                                                                    CUT TO:

               INT. O'CONNOR'S OFFICE – EVENING

               It is a few minutes later, the news has obviously been good 
               because there is a general celebration in progress.

               Jim O'Connor, now standing, raises one hand for silence, 
               then making a toast.

                                     O'CONNOR
                         Here's to Ted Kramer.

               Cheers and good-natured jokes.

                                     O'CONNOR
                              (putting an arm around 
                              Ted squeezing him 
                              tight)
                         I wanna tell you something about 
                         this little runt. He went out there 
                         and sold the shit out of Revlon and 
                         that's why we got the account. It 
                         was his idea, it was his concept, 
                         right down the line...

               More hoots and cheers. People start to yell "Speech."

                                     TED
                              (embarrassed, but 
                              cannot stop grinning)
                         All I can say... All I can say is 
                         this is maybe one of the five best 
                         days of my whole life...

                                                                    CUT TO:

               INT. BATHROOM – KRAMER APT. – EVENING

               Joanna stands at the medicine cabinet, going through it, 
               packing things in a travel kit: rollers, deodorant, makeup, 
               birth control pills. She starts to take a small bottle of 
               perfume that has only an eighth of an inch of fluid left 
               inside, hesitates, then puts it back.

                                                                    CUT TO:

               INT. O'CONNOR'S OFFICE – EVENING

               Now some time has passed, most of the crowd has gone and 
               only the regulars are left.

                                     TED
                              (in the middle of a 
                              story)
                         So anyway Jim and I are making the 
                         pitch, right? And all of a sudden 
                         this old guy starts to cough and I 
                         keep on going and he keeps on coughing 
                         and I keep on going and he keeps on 
                         coughing and –

               Murray Fisher leans over, shakes Ted's hand.

                                     MURRAY
                              (interrupting)
                         Congratulations, Ted. That was a 
                         hell of a job.

                                     TED
                              (surprised)
                         Where you goin' Murray, it's early?

                                     MURRAY
                         Got to get home.

                                     TED
                              (glancing at his watch)
                         Oh, Christ, I'm late... I gotta get 
                         out of here.
                              (however, instead of 
                              going, he settles 
                              back and resumes his 
                              story)
                         So anyway, I look over and this old 
                         geezer is starting to turn blue and 
                         I swear to God the only thing I can 
                         think about is that this poor 
                         sonofabitch is gonna die on me and 
                         screw up the pitch.

                                                                    CUT TO:

               INT. KITCHEN – KRAMER APT. – EVENING

               INSERT: A long and meticulous list that Joanna is making out 
               of the phone numbers and addresses of doctors and hospitals, 
               of what the various medicines are for, and of the foods that 
               Billy is and isn't permitted to eat.

               WIDER ANGLE

               As Joanna puts the finishing touches on the list and carefully 
               arranges it on top of the kitchen counter next to a box of 
               unsweetened, whole grain cereal and a jar of honey.

               Note: It is this same set of notes that Ted will later 
               unthinkingly throw away.

                                                                    CUT TO:

               EXT. OFFICE BUILDING – MIDTOWN – NIGHT

               WIDE SHOT

               As the doors to the outer lobby open and Ted and O'Connor 
               appear.

               Ted starts to hail a cab, O'Connor stops him.

                                     O'CONNOR
                         Hey, what's the rush? C'mon, walk me 
                         a couple of blocks.

                                     TED
                         Jim, I've got to go. I'm already 
                         late –

                                     O'CONNOR
                         Listen, Ted... I just want to tell 
                         you, when old man Schmidt retires 
                         next year, I've got a pretty good 
                         feeling they'll kick me upstairs...

               He turns and starts to walk off down the street, Ted, of 
               course, follows.

                                     O'CONNOR
                         ...and when they do, I just want you 
                         to know I'm takin' you along with 
                         me.

                                                                    CUT TO:

               INT. BEDROOM – KRAMER APT. – NIGHT

               CLOSE ON JOANNA

               As she goes through her jewelry case, taking some things, 
               leaving others. In the B.G. we SEE a framed photograph of 
               Billy, smiling, looking into the camera.

                                                                    CUT TO:

               EXT. STREET – NIGHT

               ON TED AND O'CONNOR

               Tracking with them as they walk.

                                     O'CONNOR
                              (feeling no pain)
                         Y'know, Ted, I mean what I said back 
                         there. You did a hell of a job on 
                         this and I want you to know I'm 
                         turning the whole show over to you.

                                     TED
                              (thrilled)
                         Wow!

                                     O'CONNOR
                         I mean it Ted, you're running this 
                         one.

                                                                    CUT TO:

               INT. BEDROOM – KRAMER APT. – NIGHT

               WIDE SHOT

               The suitcase is now full. Joanna zips it shut and looks around 
               to make sure that she hasn't forgotten anything.

               Then, she hefts her suitcase and starts out of the room.

                                                                    CUT TO:

               INT. FOYER – NIGHT

               WIDE SHOT

               Joanna carries in the suitcase, sets it by the front door, 
               then she crosses to the living room and sits down at the 
               dining table.

               CLOSER IN ON HER

               She takes out a list made on the back of an old envelope. As 
               she begins to review it, checking off some items:

               OFF SCREEN Sound: A key turning in the lock.

               As Joanna looks up...

                                                                    CUT TO:

               HER POV

               As the door swings open to reveal Ted Kramer, an enormous 
               grin on his face, a bottle of champagne in his hand. He is 
               so full of himself that he doesn't notice there is anything 
               wrong.

               Note: Throughout the entire scene he carries the bottle of 
               champagne, never putting it down.

                                     TED
                         I thought you might just like to 
                         know that at five-fifteen this 
                         afternoon we were officially handed 
                         the Fire and Ice account by Revlon.

               CROSS-CUTTING BETWEEN THEM:

                                     JOANNA
                              (she takes a deep 
                              breath, then:)
                         Ted, I'm leaving you.

                                     TED
                         That represents a gross billing in 
                         excess of two million –
                              (hearing her)
                         What?!

               Joanna opens her purse, takes out her keys and wallet.

                                     JOANNA
                         Here are my keys. I won't be needing 
                         them any more.

               Note: Ted does not for a moment believe that his wife will 
               really leave him. All he can think of right now is that he 
               will have to spend the rest of the evening coping with one 
               of her moods.

                                     TED
                              (sardonic)
                         I'm sorry I'm late, all right? I'm 
                         sorry I didn't call – I was busy 
                         making a living.

               CROSS-CUTTING BETWEEN THEM:

               Joanna doesn't even bother to look up at him. She opens her 
               purse, takes out her wallet and begins removing credit cards.

                                     JOANNA
                         My American Express... My 
                         Bloomingdale's Credit Card... My 
                         check book –

                                     TED
                              (the martyr)
                         Okay, okay... What is it this time? 
                         What did I do now?...

                                     JOANNA
                              (ignoring this)
                         I took two thousand out of the savings 
                         account. That was what I had in the 
                         bank when we got married.

                                     TED
                         Joanna, whatever it is, believe me, 
                         I'm sorry.

                                     JOANNA
                         Here are the slips for the laundry 
                         and the cleaning. They'll be ready 
                         on Saturday.

                                     TED
                              (hard lining it)
                         Now listen, before you do something 
                         you'll really regret you'd better 
                         stop and think -

                                     JOANNA
                              (not bothering to 
                              look up)
                         I've paid the rent, the Con-Ed and 
                         the phone bill, so you don't have to 
                         worry about them.

               She checks off the last item on her list as her husband 
               watches, dumbfounded.

                                     JOANNA
                         There, that's everything.

               Joanna gets to her feet and starts toward the front door. In 
               an instant Ted is after her.

                                     TED
                              (panic starting)
                         For God's sake, Joanna, would you at 
                         least tell me what I did that's so 
                         terrible! Would you do me that little 
                         favor?

               ON JOANNA

               At the door.

                                     JOANNA
                         Look, it's not your fault, okay? 
                         It's me. It's my fault – you just 
                         married the wrong person.

                                     TED
                              (placating her)
                         So we've got problems. Everybody's 
                         got problems – that's normal –

               Joanna opens the door and they step out into the hallway.

               INT. HALLWAY OUTSIDE KRAMER APT. – EVENING

                                     JOANNA
                         Ted, you're not listening to me. 
                         It's over, finished.

                                     TED
                         I'm listening, Joanna – believe me, 
                         I'm listening. My wife is walking 
                         out on me after eight years of –

                                     JOANNA
                              (bitter)
                         You just don't get it, do you?
                              (as though to a child)
                         I – am – really – and – truly – 
                         leaving – you.

                                     TED
                         I heard you, Joanna. I promise I 
                         heard you.

                                     JOANNA
                         No you didn't.
                              (quietly)
                         You didn't even ask about Billy.

                                     TED
                              (stiffening)
                         What about Billy?

                                     JOANNA
                         I'm not taking him with me.

                                     TED
                         What?

                                     JOANNA
                              (tears start)
                         Ted, I can't... I tried... I really 
                         tried but... I just can't hack it 
                         anymore...

                                     TED
                         C'mon, Joanna, you don't mean that. 
                         You're a terrific mother –

                                     JOANNA
                              (from her gut)
                         I am not! I'm a terrible mother! I'm 
                         an awful mother. I yell at him all 
                         the time. I have no patience. No... 
                         No. He's better off without me.
                              (unable to look at 
                              Ted)
                         Ted, I've got to go... I've got to 
                         go.

                                     TED
                              (desperate)
                         Okay, I understand and I promise I 
                         won't try and stop you, but you can't 
                         just go... Look, come inside and 
                         talk... Just for a few minutes.

                                     JOANNA
                              (pleading)
                         NO!... Please... Please don't make 
                         me stay... I swear... If you do, 
                         sooner or later... maybe tomorrow, 
                         maybe next week... maybe a year from 
                         now...
                              (looking directly at 
                              him)
                         I'll go right out the window.

               Sound-effect: The elevator approaching.

               CROSS-CUTTING BETWEEN THEM:

               There is nothing more that can be done, this is the last 
               moment of intimacy.

                                     TED
                              (quiet)
                         Where are you going?

                                     JOANNA
                         I don't know...

               The elevator door opens, Joanna steps inside.

                                     TED
                         Do you want me to help you get a 
                         cab?

               Joanna shakes her head. The elevator door closes behind her 
               and it starts to descend.

               ON TED KRAMER

               He stands for a moment, stunned, unable to move. Then he 
               turns and races back into the apartment.

               THE CAMERA TRACKS WITH HIM as he rushes across to one of the 
               living room windows, throws it open and leans out.

               HIS POV

               Looking down to the street from the eighth floor. We SEE 
               Joanna step off the curb and hail a passing taxi.

                                     TED
                              (calling out)
                         Joanna!?... Joanna?!

               Either she doesn't hear him or else she pays no attention. 
               She gets into the cab, closes the door behind her and it 
               drives away.

                                                                    CUT TO:

               INT. APT. – NIGHT

               ON TED

               As he stands for a moment watching the taxi as it disappears.

               Then, slowly, he closes the window, turns, and AS THE CAMERA 
               TRACKS WITH HIM, walks into the bedroom.

               The bedroom is a mess: the closet door stands open, inside 
               Joanna's section is empty except for some shoe-boxes and a 
               few dresses that are scattered across the floor. Several 
               dresser drawers have been pulled out and their contents 
               emptied.

               HOLD IN A WIDE SHOT as Ted wearily picks up one of the dresses 
               and hangs it back on its hanger in its proper place, ready 
               for Joanna's return. As he continues straightening up the 
               room,

               THE CAMERA SLOWLY FADES TO BLACK.

               FADE IN:

               INT. LIVING ROOM – VERY LATE AT NIGHT

               WIDE SHOT

               Ted Kramer paces back and forth, eyeing the phone. Then, 
               coming to a decision, he crosses to it, picks up the receiver 
               and starts to dial.

                                                                    CUT TO:

               EXT. APT. BLDG. – LATE AT NIGHT

               WIDE SHOT

               The building is dark except for the Kramer apartment which 
               is ablaze with lights. HOLD as we HEAR:

               Sound: The phone ringing. Then:

                                     WOMAN'S VOICE
                              (obviously asleep)
                         Huh... Hello?

                                     TED
                              (righteous)
                         All right, Thelma... That's it. I've 
                         had it. You can call your good friend 
                         Joanna Kramer and tell her enough is 
                         enough, okay? I mean, I don't know 
                         what I did, but you can tell her 
                         she's made her point.

                                     WOMAN'S VOICE
                         Ted, what are you talking about?!

                                     TED
                         Don't play innocent with me, Thelma. 
                         You know perfectly well what's going 
                         on.

                                     WOMAN'S VOICE
                              (exasperated)
                         Ted, I don't understand a word you're 
                         saying. Where's Joanna?

                                     TED
                         Ha! You tell me.

               Sound-effect, as Ted slams down the receiver.

               Instantly a light is turned on two floors below.

                                                                    CUT TO:

               INT. FOYER – KRAMER APT. – NIGHT

               ON THE FRONT DOOR

               As we HEAR:

               Sound-effect: the doorbell rings.

               A moment later Ted opens the door and THELMA PHILLIPS enters. 
               She is a neighbor (Apt. 6-B) and Joanna Kramer's best friend. 
               About four months ago Thelma and her husband Charley were 
               divorced.

               Until then the two families had been very close, the Kramer's 
               son

               (Billy) being about the same age as the Phillips' daughter 
               (Kim).

               With the divorce, however, the Kramers tried to remain friends 
               with both Thelma and Charley and that has caused a certain 
               amount of friction.

               Thelma is an attractive woman in her mid-thirties. She dresses 
               well, works out religiously at Jack LaLanne's and goes to a 
               therapist twice a week. She is also given to acting the lay 
               analyst with her friends. Thelma is generous with her advice, 
               sharing the wealth so to speak. With all of this she is kind, 
               loyal and a loving friend. At the moment, however, she is 
               all business.

                                     THELMA
                              (looking around, 
                              suspiciously)
                         All right. What's going on?

               ON TED

               From his attitude it is clear that there is no love lost 
               between them.

                                     TED
                         All right, Thelma, you want to know 
                         what's going on? I'll tell you what's 
                         going on. I'll tell you exactly what's 
                         going on.

                                     THELMA
                         Look, Ted, all I –

                                     TED
                              (starting to really 
                              roll)
                         I came home tonight. We just got the 
                         Fire and Ice account at the agency. 
                         Do you know what that means?! Do you 
                         understand what that means? It means 
                         that it was maybe one of the five 
                         best days in my whole life.

                                     THELMA
                         Ted, all I wanted to know was where 
                         –

                                     TED
                              (not letting her get 
                              a word in edgewise)
                         I walk in the house and before I can 
                         say "How are you?", "Did you have a 
                         nice day?" before I can say anything. 
                         Pow she's out the door.

                                     THELMA
                         OhmyGod. Didn't she say anything? 
                         She must've said something.

                                     TED
                              (sarcastic)
                         Yeah, she said it wasn't any use 
                         talking anymore.

                                     THELMA
                         Ted, don't be so hostile.

               Ted draws himself upright with the dignity of the Ambassador 
               to the Court of St. James. However, during the following, he 
               begins pounding the pillows on the couch into shape with 
               real vehemence.

                                     TED
                         Hostile?
                              (pow)
                         Me?
                              (whack)
                         Thelma, I'm not hostile.
                              (thud)
                         I am anything but hostile.
                              (sock)
                         But if you want to know what I am. 
                         I'll tell you what I am. What I am 
                         is, I am hurt. I am very hurt. And I 
                         just want to know one thing, okay? 
                         Just one thing... Why? That's all I 
                         want to know... Why?

                                     THELMA
                              (how to say this)
                         Ted, Joanna and I used to talk a lot 
                         and... well, she told me a lot of... 
                         ah, things about the two of you.

                                     TED
                              (instantly nervous)
                         Things? What kind of things?

                                     THELMA
                              (clearly she knows 
                              more than she's 
                              willing to say)
                         I mean... things. Ted, Joanna's very 
                         unhappy and –

                                     TED
                              (flash of anger)
                         Listen, Joanna Kramer's got a goddamn 
                         good life. She's got a husband that 
                         loves her. She's got a terrific kid. 
                         She's got a wonderful home –

                                     THELMA
                              (getting mad herself)
                         What d'you know about how Joanna 
                         felt? You went off to an office every 
                         morning and you'd come dragging home 
                         at seven or eight every night and as 
                         long as dinner was on the table you 
                         thought everything was swell.

                                     TED
                         Did it ever occur to you guys that 
                         Joanna Kramer's not the easiest person 
                         in the world to live with?! Did it?! 
                         For one thing she's always thirty 
                         minutes late. You can set your watch 
                         by it –

                                     THELMA
                              (exasperated)
                         So she's late. What's the big deal. 
                         That's just a way of saying, "Pay 
                         attention to me."

                                     TED
                              (not listening)
                         Two. She is getting to be a real 
                         hermit or recluse or whatever it is 
                         you call it. Thelma, do you know 
                         where I could be in this business if 
                         I had a wife that entertained or 
                         went out socially –

                                     THELMA
                         Oh for shit's sake, Ted, you are the 
                         most selfish human being I have ever 
                         met. No wonder she said you came 
                         first, then Billy, then, if there 
                         was anything left over, she got the 
                         scraps.

                                     TED
                         Joanna said that?

               Thelma nods.

                                     TED
                         Then how come she never said anything 
                         like that to me?

                                     THELMA
                         Maybe she didn't feel like she should 
                         have to. Maybe she felt like if you'd 
                         been paying any real attention to 
                         her to start with, maybe you would've 
                         noticed.

                                     TED
                              (stung)
                         Boy, you guys are really something, 
                         y'know? I'd like to know one thing, 
                         okay – just one little thing. Did 
                         you tell Joanna she should leave me?

                                     THELMA
                              (stiffly)
                         No.

               She turns and starts toward the front door, Ted at her heel.

                                     TED
                         Y'know something Thelma – you are 
                         the typhoid Mary of divorce. I mean 
                         it. Joanna and I never had any trouble 
                         until you and Charley split up.

                                     THELMA
                         Ted, divorce is a terrible thing. I 
                         know, I went through it. You've got 
                         to believe I did everything I could 
                         to get Joanna to stay.
                              (pause)
                         But I'll tell you something. You may 
                         not want to hear it, but it took a 
                         lot of courage for Joanna to do what 
                         she just did.

                                     TED
                         I'd like to know what the hell kind 
                         of courage it takes to walk out on 
                         your husband and your child?

               CLOSE ON THELMA

               That stops her dead in her tracks. She had always assumed 
               that Joanna took Billy with her when she left.

                                     THELMA
                         Joanna left Billy? She didn't take 
                         him with her?

               Ted shakes his head. There is a long beat of silence.

                                     THELMA
                              (stunned, quiet)
                         Oh Shit.

                                                                    CUT TO:

               FADE IN:

               EXT. KRAMER APT. BLDG. – EARLY MORNING

               WIDE SHOT

               It is a beautiful sunny morning and the super stands in front 
               of the building hosing down the sidewalk. HOLD as a garbage 
               truck enters FRAME and the garbage men begin loading sacks 
               of trash into the back of the truck. As it begins to grind 
               up the garbage with an ungodly sound, THE CAMERA PANS UP TO 
               THE EIGHTH FLOOR WINDOWS.

                                                                    CUT TO:

               INT. BILLY KRAMER'S BEDROOM – EARLY MORNING

               MEDIUM SHOT

               Billy Kramer lies in his bed, fast asleep.

               HOLD FOR A BEAT as we HEAR:

               OFF SCREEN Sound: From the street below, the garbage truck 
               grinding up garbage.

               A moment later, Billy opens his eyes, struggles to his feet 
               and,

               AS THE CAMERA TRACKS WITH HIM, trudges sleepily out of his 
               room, across the hall and into the bathroom.

               INT. BATHROOM – EARLY MORNING

               As the child stands in front of the toilet, eyes closed, we 
               HEAR:

               OFF SCREEN Sound-effect: as the child pees noisily.

               Then, when he is finished, he turns and, without bothering 
               to flush the toilet, shuffles down the hall and into his 
               parents' bedroom.

               HIS POV

               The bed is empty, there is no sign that anyone has slept in 
               it.

               ON BILLY

               A look of suspicion on his face, he turns and starts back 
               down the hall toward the living room.

               INT. LIVING ROOM – EARLY MORNING

               As Billy enters, looks around.

               HIS POV

               Ted Kramer, still fully dressed, looking like the wrath of 
               God is asleep in the chair.

               ON BILLY

               As he marches across to his father.

                                     BILLY
                         Where's mommy?

               ON TED

               His eyes open, he looks around startled.

                                     TED
                         Huh?... Oh God... What time is it?

               CROSS-CUTTING BETWEEN THEM:

                                     BILLY
                              (suspicious)
                         The little hand is on the six and 
                         the big hand is on the nine. Where 
                         is mommy?

                                     TED
                              (trying to pull himself 
                              together)
                         Oh, Christ... Ah, yeah... you want 
                         to know why mom's not here, right?

               Billy nods.

                                     TED
                              (bullshit)
                         Okay, I'm going to tell you... It's 
                         like this. Mommy and daddy had a 
                         little argument and mommy decided 
                         she wanted to go off by herself for 
                         a little while. You know how sometimes 
                         you get mad and want to go off and 
                         be by yourself? Well, it's like that, 
                         okay? Okay.
                              (subject closed)
                         Now how about some breakfast?

               Ted struggles to his feet and THE CAMERA TRACKS WITH THEM as 
               they start toward the kitchen.

                                     BILLY
                         When is mommy coming back?

                                     TED
                              (lying)
                         Soon. Very soon.

               By now they are inside the kitchen, Ted looks around.

               HIS POV

               There, on the kitchen cabinet is a box of "natural grain" 
               cereal, a jar of honey, some wheat germ, and a banana, with 
               carefully written instructions from Joanna underneath.

               ON TED

               He takes one look at the note, crumples it up and tosses it 
               in the wastebasket.

                                     TED
                              (the camp counselor)
                         I'll tell you what, kiddo – why don't 
                         I fix us some French toast?

                                     BILLY
                              (impressed)
                         Wow! French toast, really?

                                     TED
                              (the camp counselor)
                         Sure. Didn't I ever tell you French 
                         toast was my specialty? I'll bet I 
                         never told you that. Now then, the 
                         first thing we need is...
                              (trying desperately 
                              to remember)
                         ...eggs! Right?

               Billy nods. Ted opens the refrigerator and takes some eggs.

                                     TED
                         This is terrific... isn't this 
                         terrific?

               As Ted begins the process of making French toast, it soon 
               becomes obvious that he has no idea of what he is doing. 
               What follows is a symphony in incompetence on Ted's part. He 
               breaks the eggs into a bowl and ends up with most of the 
               shell mixed up with the egg.

               Then he takes a piece of bread and drops it into bowl.

                                     TED
                              (saying it will make 
                              it so)
                         I'm having a good time... Are you 
                         having a good time?

               ON BILLY

               Watching all of this with increasing apprehension.

                                     BILLY
                         You forgot the milk.

                                     TED
                              (still the camp 
                              counselor)
                         That's right. You're absolutely 
                         right... It's been a long time since 
                         I made French toast.

               Ted takes a container of milk, pours it into the bowl so 
               that it is filled to the brim. Then he sloshes the bread 
               around until it is half-dissolved.

                                     TED
                         Look at this, isn't this something?!

               He lops off a huge hunk of butter, drops it into an omelet 
               pan and turns up the flame.

               ON BILLY

               Watching. He looks as though he is about to throw up.

                                     BILLY
                         What about my orange juice?

                                     TED
                              (the counterman)
                         Right. One O.J. coming up.

               He opens the refrigerator and starts to get the orange juice. 
               As he does, black smoke begins to billow ominously from the 
               frying pan.

                                     BILLY
                              (scared)
                         Daddy!!!

               Ted turns, spots the smoke.

                                     TED
                         Don't worry... Everything's fine...

               He lunges for the handle of the frying pan, which by now is 
               very hot. He grabs it, lets out a howl of pain and the whole 
               mess, frying pan, butter, bread, goes crashing to the floor.

               CLOSE ON TED

               Suddenly all the rage comes pouring out.

                                     TED
                         Goddam! Son of a bitch!

               REACTION – BILLY

               Terrified.

               WIDE SHOT

               As Ted kneels down and begins to clean up the mess.

                                     TED
                              (to himself as much 
                              as to Billy)
                         It's okay. It's gonna be okay...

               Everything's going to be all right.

                                                                    CUT TO:

               EXT. STREET – DAY

               ON A BUS

               As it pulls to a stop. The doors open and a stream of mothers 
               and children get off. Among them we spot Ted Kramer with 
               Billy. As they start across the street, Ted reaches down and 
               takes hold of Billy's hand. The moment they get to the far 
               side, Billy takes his hand away from Ted's and wipes it on 
               his pants. Clearly Ted's hands are very sweaty.

               CLOSER IN ON THEM

               As they start down the block toward Billy's school.

               CLOSER IN ON THEM

                                     BILLY
                         When is mommy coming back?

                                     TED
                         Soon. I told you before, very soon.

                                     BILLY
                              (nervous)
                         Will she pick me up after school?

                                     TED
                         No. If I'm not here, you go home 
                         with Thelma and Kim.

                                     BILLY
                         What if she forgets?

                                     TED
                              (weary)
                         I'll call Thelma and remind her, 
                         okay? Don't worry.

               They walk in silence for a few steps, then:

                                     BILLY
                         But what happens if she's on her way 
                         to school and she gets runned over 
                         by a truck and killed? What happens 
                         them?

               Ted looks at Billy in amazement.

               WIDE SHOT

               As the two of them enter the school and disappear from view.

                                                                    CUT TO:

               INT. OFFICE, TED'S AGENCY – DAY

               ON THE ELEVATOR DOORS

               As they open and Ted steps out looking like the wrath of 
               God. THE CAMERA TRACKS WITH HIM as he crosses the waiting 
               room toward the inner offices.

               ON THE RECEPTIONIST

               Glancing up as he passes.

                                     RECEPTIONIST
                              (cheerful)
                         Congratulations, Mr. Kramer.

               ON TED

               Looking at her like she has lost her mind. Nevertheless he 
               continues on, passing through swinging doors into a long 
               corridor lined with secretaries' desks and offices leading 
               off of it.

               Suddenly a younger man rushes up, grabs Ted's hand and starts 
               to pump it vigorously.

                                     YOUNG MAN
                         Terrific news, Ted.

               Another nut. Ted smiles at the man, humoring him and continues 
               toward his office. O'Connor appears, throwing his arm around 
               Ted, squeezing him in a bear hug.

                                     O'CONNOR
                         Hey... Look who was out celebrating 
                         last night.

               Suddenly Ted realizes that all these people are congratulating 
               him for getting the Fire and Ice account.

                                     TED
                              (trying to appear 
                              nonchalant)
                         Uh, Jim... Can I talk to you?

                                                                    CUT TO:

               INT. O'CONNOR'S OFFICE – DAY

               Ted and O'Connor sitting across from one another. O'Connor 
               has just heard the news.

                                     O'CONNOR
                         Jesus Christ. That's a real 
                         blockbuster.
                              (shakes his head)
                         I always figured you guys had it 
                         made.

                                     TED
                              (morose)
                         You want to know the real kicker? 
                         The real kicker is, for the first 
                         time in my life – the first time – I 
                         feel like a loser.

               O'Connor nods sympathetically. Actually he is praying that 
               Ted won't start to cry.

                                     O'CONNOR
                              (stiff upper lip)
                         Listen, don't let it get you down.
                              (doesn't believe it 
                              for a second)
                         You're going to be fine.

                                     TED
                              (toujour gai)
                         Me? I've never been better. I mean 
                         having my wife walk out on me after 
                         seven years of marriage agrees with 
                         me just fine.

                                     O'CONNOR
                         Look, Ted, I'm the oldest whore on 
                         the beat, okay? Three marriages, two 
                         divorces... You're gonna be okay.

                                     TED
                              (wishful thinking)
                         I'm going to be okay. The way I see 
                         it, Joanna'll come home, it's just a 
                         matter of time.

                                     O'CONNOR
                              (emphatically)
                         She'll be back...

               Ted nods in agreement. There is a beat of silence as both 
               men consider Joanna's imminent return. Then:

                                     O'CONNOR
                              (trying to be tactful)
                         But... just in case... I mean, just 
                         on the off chance she doesn't. What 
                         are you going to do about the kid?

                                     TED
                              (the wind goes out of 
                              him)
                         I don't know, Jim. This whole thing 
                         has happened so... Pow – like that.

                                     O'CONNOR
                              (a friend having to 
                              say something very 
                              difficult)
                         Look, it's none of my business, so 
                         you can tell me to butt out, okay? 
                         But if you want my advice, you'll 
                         send Billy away to stay with relatives 
                         for a while. Just until you get 
                         yourself straightened out.

                                     TED
                              (doubtfully)
                         I don't know, Jim...

                                     O'CONNOR
                              (the Dutch uncle)
                         Ted, this may sound a little rough, 
                         but we've just landed the biggest 
                         account in the history of this agency, 
                         right? And now it's up to us – that's 
                         you and me – to deliver the goods. 
                         Ted, you're my main man, and if I 
                         can't depend on you a hundred and 
                         ten percent, twenty-four hours a 
                         day, because you're worried about a 
                         kid with a runny nose –

                                     TED
                         Jim, I appreciate what you're saying. 
                         I mean it, but I really think Joanna's 
                         coming back.

               ON O'CONNOR

               Clearly he doesn't believe this.

                                     O'CONNOR
                         I hope you're right, Ted... I really 
                         hope you're right.

                                                                    CUT TO:

               INT. FOYER – KRAMER APT. – DAY

               INSERT: TIGHT ON AN ENVELOPE

               It is postmarked Denver, Colorado. The letter is addressed 
               to Billy Kramer and it is from Joanna.

               ON TED

               As he rips open the letter.

                                     TED
                         Billy!

               ON BILLY

               He sits in the living room watching television, a chocolate 
               doughnut in one hand and a remote control device for watching 
               television in the other.

               Off-screen Sound: a Saturday morning kiddie program from the 
               television set.

                                     BILLY
                              (focused on T.V.)
                         Uh, huh...

                                     TED
                         You got a letter from mom.

               Instantly, Billy turns down the volume of the television.

                                     BILLY
                              (excited)
                         When is she coming home?!

               ON TED

               As he starts to read, slowly, carefully, so that Billy can 
               absorb it.

                                     TED
                         "My dear, sweet Billy: Mommy has 
                         gone away. Sometimes in the world 
                         daddies go away and mommies bring up 
                         their little boys. But sometimes a 
                         mommy can go away too, and you have 
                         your daddy to bring you up."

               As Ted continues to read, Billy starts turning up the sound 
               on the television, using the remote control device.

                                     TED
                              (raising his voice so 
                              he can be heard)
                         "I have gone away because I must 
                         find some interesting things to do 
                         for myself in the world. Everybody 
                         has to, and so do I. Being your mommy 
                         was one thing, but there are other 
                         things and this is what I have to 
                         do. I did not get a chance to tell 
                         you this, and that is why I am writing 
                         you now."

               By now the volume from the television is so loud that Ted 
               has to shout to make himself heard over it.

                                     TED
                         "I will always be your mommy and I 
                         will always love you. I just won't 
                         be your mommy in the house. But I 
                         will be your mommy of the heart. And 
                         I... "
                              (he looks up, about 
                              to tell the child to 
                              lower the volume)
                         Billy.

               HIS POV

               Billy sits, watching television with an almost ferocious 
               intensity on his face, doing his best to block out Ted's 
               voice.

               ON TED

               He watches his son for a second, then carefully refolds the 
               letter, puts it away.

                                     TED
                              (as he reaches across, 
                              turns down the sound 
                              on the T.V.)
                         It's okay... It's okay. We'll talk 
                         about it some other time.

                                                                    CUT TO:

               INT. KITCHEN – KRAMER APT. – LATER THAT DAY

               CLOSE ON THELMA

               Reading Joanna's letter.

                                     THELMA
                         Oh, God... OhmyGod...

               She finishes the letter, looks up at Ted.

                                     THELMA
                         What are you going to do?

                                     TED
                         I don't know, Thel... This whole 
                         thing has happened so... Pow, like 
                         that.

                                     THELMA
                         I mean, what are you going to do 
                         about Billy?

                                     TED
                              (stiff)
                         I'm gonna keep him, why?

                                     THELMA
                         Look, this is nothing personal, but 
                         I don't think you can do it.

                                     TED
                         Thelma, I've lost my wife, I'm not 
                         losing my child.

                                     THELMA
                              (backing off)
                         All right... Okay... But let's get 
                         something straight, right now. I 
                         mean, I'm sorry about what happened 
                         between you and Joanna, but it's not 
                         my problem, understand?

               REVERSE ON TED

               He nods.

               CROSS-CUTTING BETWEEN THEM:

                                     THELMA
                         I'm not going to have you calling 
                         every fifteen minutes just because 
                         you can't find a hot water bottle, 
                         understand?

               Ted nods.

                                     THELMA
                         I've got enough trouble raising my 
                         own kid. I don't need another one. 
                         Got it?

                                     TED
                         Got it.

                                     THELMA
                         You're on your own, understand?

                                     TED
                         I understand.

                                     THELMA
                         You're sure?

                                     TED
                         I'm sure.

               ON THELMA

               A long pause, she looks at him with all the warmth of a top 
               sergeant facing a raw recruit. Then:

                                     THELMA
                         All right. Who's Billy's pediatrician?

               ON TED

               He hasn't the foggiest idea.

                                     THELMA
                              (machine-gun delivery)
                         Ed Davies. 230 East 76th Street. 472-
                         8227. Fifty bucks a house call, thirty 
                         for an office visit. Write this down: 
                         I'm not telling you twice. What's 
                         the nearest hospital?

               ON TED

               As he grabs a piece of paper and starts writing frantically.

                                     TED
                         Wait a minute! Wait a minute!

                                     THELMA
                              (not waiting)
                         Lenox Hill. 77th Street between Park 
                         and Lex. The emergency number is 327-
                         0800.

                                     TED
                         Slow down... Slow down...

                                                                    CUT TO:

               INT. TED'S BEDROOM – DAY

               WIDE SHOT

               Ted stands in the middle of the room, sorting out a huge 
               pile of dirty clothes. Thelma sits on the edge of the bed, 
               watching.

                                     THELMA
                         Colors in one pile, white things in 
                         another and shirts in a third.

               In the BACKGROUND we SEE the bathroom door as it opens and 
               Billy Kramer steps out, freshly bathed and wearing clean 
               clothes.

                                     THELMA
                              (without looking around)
                         Brush the teeth. Hang up the towel 
                         and flush the toilet.

               Billy immediately turns on his heels and heads back into the 
               bathroom.

                                                                    CUT TO:

               INT. LIVING ROOM – KRAMER APT. – DAY

               CLOSE ON A SILVER CIGARETTE BOX

               That is inscribed, "Ted and Joanna Kramer, Married April 4, 
               1970."

               HOLD FOR A BEAT then Ted's hand reaches into FRAME and picks 
               it up.

               MEDIUM SHOT TED

               As he takes the cigarette box and balances it on a stack of 
               scrap books, photographs, ash trays, etc., etc., that he is 
               carrying. He crosses to another table, picks up a framed 
               photograph of Joanna and Billy and piles that on top of 
               everything. We realize that Ted is going through the apartment 
               from top to bottom and methodically cleaning out every trace 
               of Joanna that he can find.

                                                                    CUT TO:

               EXT. APARTMENT BUILDING – NIGHT

               ESTABLISHING SHOT

                                                                    CUT TO:

               INT. LIVING ROOM – KRAMER APT. – NIGHT

               WIDE SHOT

               As Ted goes through the room, picking up Billy's clothes 
               which have been strewn every which way.

               THE CAMERA TRACKS WITH HIM as he carries them into Billy's 
               room.

               INT. BILLY'S ROOM – NIGHT

               Billy is fast asleep, the only light coming from the night 
               lamp on the dresser. Ted dumps the soiled clothing in a 
               hamper, hangs up Billy's jacket, then he neatly folds the 
               boy's sweater and crosses to the dresser.

               CLOSER IN ON THE DRESSER

               As Ted opens a drawer and starts to put the sweater away. 
               Suddenly he spots something.

                                                                    CUT TO:

               HIS POV

               There, in the drawer, sitting on top of a pile of clothing 
               is one of the photographs of Joanna that Ted put away this 
               afternoon.

               Billy has retrieved it and hidden it here, hoping that Ted 
               wouldn't find it.

               CLOSE ON TED

               As he takes a long look at the photograph, then turns to his 
               son.

               HIS POV

               Billy asleep, tangled up in the covers.

               ON TED

               He removes the photograph from the drawer, crosses to the 
               bed and places it on the nightstand nearby so that Billy 
               will be able to see the picture of Joanna when he wakes up 
               in the morning. He sits for a moment longer on the side of 
               the bed and reaches across and smooths down his son's rumpled 
               hair.

                                                             FADE TO BLACK:

               INT. TED'S OFFICE – LATE AFTERNOON

               ON TED

               Clearly in a rush, loading his briefcase with work to do 
               that evening. He starts for the door and THE CAMERA TRACKS 
               WITH HIM as he walks along the outer office corridor, heading 
               for the elevator. As he passes the door to O'Connor's office:

                                     TED
                              (calling out)
                         'Night, Jim.

                                     O'CONNOR (O.S.)
                              (calling out)
                         Hey, Ted. C'mon in. I wanna' talk to 
                         you.

               Reluctantly Ted stops, turns around and walks back to the 
               door to O'Connor's office.

                                                                    CUT TO:

               INT. O'CONNOR'S OFFICE – LATE AFTERNOON

               O'Connor sits back in his chair, his feet propped on the 
               desk a drink in one hand.

                                     O'CONNOR
                              (jovial)
                         What's the big rush. C'mon in, put 
                         your feet up, have a drink.

               REVERSE ON TED

               Hanging in the doorway, clearly anxious to leave.

                                     TED
                         Can't do it tonight. Gotta pick up 
                         Billy. I'm late.

                                     O'CONNOR
                              (paying no attention 
                              to that)
                         Listen, I heard a terrific joke today. 
                         There's this Polish skydiver –

                                     TED
                              (urgent)
                         Sorry, Jim I've got to go. I'll talk 
                         to you tomorrow.

               And before O'Connor can say anything he is gone.

               REVERSE ON O'CONNOR

               Obviously displeased. He sits for a moment, drumming his 
               fingers on the desk top, then reaches for the phone and starts 
               to dial. A moment later:

                                     O'CONNOR
                         Murray? Jim O'Connor, why don't you 
                         drop by and have a drink...

                                                                    CUT TO:

               EXT. OFFICE BUILDING – LATE AFTERNOON

               WIDE SHOT

               As Ted emerges from the building, starts to hail a cab.

                                                                    CUT TO:

               EXT. APARTMENT HOUSE, EAST EIGHTIES – LATE AFTERNOON

               WIDE SHOT

               As the cab pulls to a stop. Ted leaps out and rushes inside.

                                                                    CUT TO:

               INT. HALLWAY – APARTMENT BLDG. – LATE AFTERNOON

               The elevator doors open and Ted steps out.

               THE CAMERA PANS WITH HIM as he crosses to the doorway of an 
               apartment, rings the bell.

               CLOSER IN

               As the door is opened by a pleasant-looking woman in her 
               thirties.

               This is MRS. KLINE. She has the slightly haggard look of 
               someone who has just survived a birthday party with eight 
               five-year-olds.

               In fact, behind her we SEE an abundance of crepe paper and 
               balloons.

                                     TED
                              (apologetic)
                         Mrs. Kline, I'm sorry I'm late, but 
                         –

                                     MRS. KLINE
                         That's all right, but I'm afraid 
                         Billy was a little nervous...
                              (she glances off screen)

               THEIR POV

               Billy, his coat on, his goody bag in his lap sits alone on a 
               bench in the foyer.

               The moment he sees his father, he gets up and starts for the 
               door.

                                     BILLY
                              (to Ted, accusingly)
                         You're late.

                                     TED
                         I'm sorry, pal, but I had a meeting 
                         and –

                                     BILLY
                              (to Mrs. Kline anxious 
                              to get away)
                         Goodbye.

                                     MRS. KLINE
                         Goodbye, Bill. Thank you for coming.
                              (calling out to her 
                              son in the next room)
                         Mark. Say goodbye to Bill.

                                     MARK (O.S.)
                              (preoccupied)
                         Bye.

                                     BILLY
                         Bye.

               And he hustles his father out into the hallway. Once door is 
               shut behind them:

                                     BILLY
                              (sullen)
                         I was waiting a long time.

               By now they have crossed to the elevator. Ted rings the bell.

                                     TED
                              (this ain't exactly 
                              the greeting he's 
                              expected)
                         It wasn't so long, I'm only...
                              (checking his watch)
                         ...twenty minutes late.

               The elevator doors open.

                                     BILLY
                         All the other mothers got here a 
                         long time ago...

               And the doors close, blocking them from view.

                                                                    CUT TO:

               INT. LIVING ROOM – KRAMER APT. – NIGHT

               WIDE SHOT

               Ted and Billy sit at the dining table, a large pizza between 
               them.

               Ted is working hard, trying to establish some kind of rapport 
               with his son. Billy is silent, he picks at the slice of pizza 
               in front of him.

                                     TED
                              (more of the camp 
                              counselor)
                         How was school today?

                                     BILLY
                         Okay... Same as usual...

                                     TED
                         Billy, don't eat with your fingers.

                                     BILLY
                              (morose)
                         Sorry.

               There is a long beat of silence.

                                     TED
                              (like pulling teeth)
                         Well, I see the Yankees finally won 
                         a game.

                                     BILLY
                         Mom, I mean dad?

                                     TED
                         Yeah?

                                     BILLY
                         Can I be excused? I'm not hungry. I 
                         think I'll go to bed.

                                     TED
                         Sure. Too much birthday cake, right?

                                     BILLY
                              (as he gets up from 
                              the table)
                         I guess...

               WIDE SHOT

               As Billy shuffles off toward his room. Ted sits for a beat 
               picking at the food on his plate.

               THE CAMERA TRACKS WITH BILLY as he gets up from the table 
               and walks into his room. HOLD IN THE DOORWAY as he takes off 
               his shirt and pants and leaves them lying on the floor. The 
               boy crosses to the closet, gets his pajamas and puts them 
               on.

               REVERSE ON TED

               Standing in the doorway, watching.

                                     TED
                         Goodnight.

               ON BILLY

               He starts to crawl into bed.

                                     BILLY
                              (aloof)
                         'Night.

               ON TED

               THE CAMERA PANS WITH HIM as he crosses to where Billy dropped 
               his clothes on the floor, picks them up.

                                     TED
                         Listen, pal, I'm sorry, okay?

               Silence.

                                     TED
                         I know how you feel.

               Silence.

               Ted crosses, sits on the edge of the bed.

                                     TED
                         Look, I remember one time when. I 
                         was a couple of years younger than 
                         you are now and... I was staying 
                         with this cousin of mine and my 
                         parents were supposed to come and 
                         pick me up by three, but it got later 
                         and later and they didn't and they 
                         didn't show up and I remember I got 
                         really scared that something had 
                         happened to them and I remember when 
                         they finally came instead of being 
                         happy to see them I was very angry 
                         and... Billy, I promise I'll never 
                         do that to you again, okay?...

               Silence.

                                     TED
                         Billy? Okay?

               CLOSEUP BILLY

               His face is turned to the wall. HOLD FOR A BEAT as we SEE 
               him nod.

               INT. LIVING ROOM – TED KRAMER'S APT. – NIGHT

               Note: The following scene, which is written as one, is 
               actually to be played so that each time we cut back to the 
               woman who is being interviewed as housekeeper, it is a 
               different woman: sometimes nervous and excited, sometimes 
               large and lugubrious, with six shopping bags, sometimes 
               looking like a headmistress at Dachau.

               They are uniformly (until the last) unappetizing.

               Throughout this, we SEE Ted becoming increasingly desperate.

                                     WOMAN
                              (looking around nervous)
                         It's very big... They didn't tell me 
                         it was this big.

                                     TED
                              (apologetically)
                         No... No, actually it's only two 
                         bedrooms.

                                     SECOND WOMAN
                              (sniffing)
                         Phew... This place is a real pig 
                         sty.

                                     TED
                              (defensively)
                         Look, my wife just walked out on me. 
                         Okay? It's been a tough week.

                                     THIRD WOMAN
                         Don't tell me your troubles, mister. 
                         I got enough of my own.

               Note: With the FOURTH WOMAN we begin on a CLOSEUP and PULL 
               BACK to REVEAL that we are in Ted's office and it is the 
               middle of the afternoon.

               INT. TED KRAMER'S OFFICE – DAY

                                     FOURTH WOMAN
                         The first thing is, I don't do floors.

               At that point the door behind her opens and O'Connor pokes 
               his head in.

                                     O'CONNOR
                         Ted.

                                     FOURTH WOMAN
                              (ignoring him)
                         Or windows. I come in at ten and I 
                         get Wednesdays off.

                                     O'CONNOR
                         Ted.

                                     TED
                              (brisk)
                         I'll be with you in a minute, Jim.
                              (back to the woman)
                         You couldn't make that Saturday, 
                         could you?

                                                                    CUT TO:

               INT. LIVING ROOM – KRAMER APT. – NIGHT

               ON THE FIFTH WOMAN (MRS. WILLEWSKA)

               She is a slightly built attractive woman in her early sixties.

               There is a long pause as she looks around.

                                     MRS. WILLEWSKA
                         What kind of boy is your son?

               REACTION – TED

               This is the first person that ever asked about Billy.

                                     TED
                              (taken aback)
                         Well, he's... ah, he's a good kid. 
                         He's shy and... I think he's probably 
                         very creative and...

                                     MRS. WILLEWSKA
                         Could I see him?

                                     TED
                         Sure. He's right in here.

               As they start toward the child's room.

                                                                    CUT TO:

               INT. BILLY'S ROOM – NIGHT

               In the darkness we can SEE Billy, all scrunched up in the 
               covers.

               HOLD FOR A BEAT as the door opens and the light from the 
               hall falls across the sleeping boy.

               ON THE DOOR

               Ted and Mrs. Willewska stand silhouetted against the light.

                                     MRS. WILLEWSKA
                         Oh... He's very beautiful.

               ON BILLY

               As he stirs, in his sleep.

                                     MRS. WILLEWSKA (O.S.)
                         Mr. Kramer, you are a very lucky 
                         man.

               REACTION, TED

               This is the first time since Joanna left that this has 
               occurred to him.

                                     TED
                         Mrs. Willewska, could you start on 
                         Monday?

                                                                    CUT TO:

               INT. SUPERMARKET – DAY

               ON BILLY AND TED

               TRACKING JUST IN FRONT OF THEM as they wheel a shopping cart 
               along the aisle. Ted has a shopping list in his hand.

               Ted stops, takes a box of detergent off of the shelf, starts 
               to put it in the shopping cart, when:

                                     BILLY
                              (worried)
                         Mom, I mean dad...

                                     TED
                              (his mind elsewhere)
                         Uh huh...

                                     BILLY
                         That's not the right soap. We use 
                         the kind in the green and yellow 
                         box.

                                     TED
                         C'mon, there's not much difference –

                                     BILLY
                              (firmly)
                         We use the green and yellow.

               Ted looks at his son for a moment, then carefully replaces 
               the detergent that he had originally picked and reaches for 
               the green and yellow kind. They continue on for several steps 
               and Ted stops again, this time looking for a dishwashing 
               liquid. He starts to reach for one, stops, looks around at 
               Billy.

               Billy shakes his head.

               Ted points to another.

                                     BILLY
                              (shaking his head 
                              again)
                         The pink stuff.

               Ted takes a bottle of the pink stuff, puts it in the shopping 
               cart and consults his shopping list.

                                     TED
                         Okay, what color cereal do we get?

                                                                    CUT TO:

               EXT. PLAYGROUND, CENTRAL PARK – DAY

               WIDE SHOT

               It is that same afternoon and Billy (his clothes are much 
               dirtier by now) is running back and forth with a group of 
               other children.

                                     MAN'S VOICE (O.S.)
                         Walk him over to Bethesda Fountain 
                         and buy him an ice.

               ON TED

               He sits on one of the playground benches, the work he took 
               from the office stacked beside him on the bench. Sitting 
               next to him is a personable-looking man of about Ted's age. 
               He is nattily dressed in a suit complete with vest, tie and 
               polished Gucci loafers. We will call him THE SATURDAY FATHER.

               Note: The Saturday Father and his daughter (a pretty young 
               girl of about ten) will appear from time to time throughout 
               the film. He is a divorced father, putting in his time, not 
               giving a shit about the child. The Saturday Father insists 
               on treating Ted as though they were members of the same secret 
               fraternity. And he comes to represent Ted's nightmare of 
               what might happen to him.

                                     TED
                              (looking in the 
                              direction of the 
                              voice)
                         What?

                                     SATURDAY FATHER
                         Walk him over to Bethesda Fountain, 
                         buy him an ice. It'll kill twenty 
                         minutes.

                                     TED
                         I've got a lot more than twenty 
                         minutes to kill.

                                     SATURDAY FATHER
                         Tough...
                              (checking his watch)
                         ...I get off duty at five-thirty.
                              (bored, anxious to 
                              make conversation)
                         How long you been divorced?

                                     TED
                              (surprised)
                         Three months. How can you tell?

                                     SATURDAY FATHER
                         You've got that look. My lady and I 
                         split two years ago in August and 
                         I'm an old pro at this shit. First 
                         thing, stay away from the Children's 
                         Zoo. It's pure hell – if I never see 
                         another chicken, I'll be happy.
                              (calling out to his 
                              daughter OFF SCREEN)
                         I'm here, darling. Don't worry...

               CLOSER ON TED

               Finding this distinctly unpleasant. He glances around, looking 
               for Billy.

               HIS POV

               The sprinkler area. Other children are running around, but 
               there is no sign of Billy.

                                     TED
                              (calling out)
                         Billy?

               HIS POV

               Another area of the playground. Billy is nowhere in sight.

               WIDER ON TED

               As he grabs his stuff and starts toward the exit of the 
               playground.

                                     TED
                              (louder)
                         Billy?

               HIS POV

               Looking in another direction. Nothing.

               WIDE ON TED

               Standing among a crowd of people just outside the entrance 
               to the playground. He is looking around wildly.

                                     TED
                         Billy?!

               HIS POV

               There in the distance is Billy Kramer, running as hard as he 
               can away from Ted.

               ON TED

               TRACKING IN FRONT OF HIM as he starts to chase after Billy.

               HIS POV – TRACKING FORWARD

               It is clear that Billy is running with a purpose.

                                     TED (V.O.)
                         Billy!

               Billy pays no attention to him.

               ON TED

               TRACKING IN FRONT OF HIM as he continues to chase his son.

               HIS POV – TRACKING FORWARD

               Closer now, we can SEE that ahead of Billy is a woman that, 
               from behind, looks remarkably like Joanna.

               CLOSER ON TED

               As he realizes what is about to happen.

               CLOSER ON BILLY

               Catching up to the woman.

                                     BILLY
                         Mommy! Mommy!

               A moment later he gets close enough to grab onto her skirt. 
               As the woman turns around:

               CLOSEUP WOMAN

               Quite clearly it is not Joanna.

               CLOSEUP BILLY

               His face becomes impassive again. All the excitement vanishes.

                                     BILLY
                         Oh. I thought you were my mommy.

               CLOSEUP TED

               His face reveals all of the pain that Billy's can't.

                                                                    CUT TO:

               INT. CLASSROOM, NURSERY SCHOOL – DAY

               CLOSE ON A HOMEMADE CURTAIN

               As it opens and Billy Kramer, wearing an outsized moustache, 
               a makeshift cape and a stovepipe hat made from construction 
               paper.

               He stands for a moment, looking around, finally he spots 
               someone, grins and begins waving.

               HIS POV

               Across the room eighteen to twenty mothers (Ted Kramer is 
               the only man present) are gathered, sitting on tiny chairs 
               and at work tables watching as their children put on a show.

               ON BILLY

               Suddenly he forgets his lines, looks around nervously. A 
               moment later a very pretty young teacher leans over, whispers 
               in his ear.

                                     TEACHER
                         Ladies and gentlemen...

                                     BILLY
                         Ladies and gentlemen...

                                     TEACHER
                         Welcome to the greatest show on earth.

                                     BILLY
                         Welcome to the...
                              (he forgets again)

               REVERSE ON TED

               He leans forward mouthing the words as the teacher prompts 
               Billy.

                                     TEACHER
                         Greatest.

                                     BILLY
                         Greatest...

                                     TEACHER
                         Show.

                                     BILLY
                         Show...

                                     TEACHER
                         On earth.

                                     BILLY
                         On earth.

               Ted breathes a sigh of relief, his son having gotten through 
               it.

               CROSS-CUTTING BETWEEN THE CHILDREN PUTTING ON THE SHOW AND 
               TED KRAMER SITTING IN THE AUDIENCE WATCHING:

               A look of total pleasure on his face. From time to time when 
               Billy does something particularly difficult, Ted nudges the 
               woman next to him.

               Note: In all of the shots of Billy we SEE the teacher there 
               guiding, helping, over and over and over we cannot help but 
               notice how attractive she is. Toward the end of the show 
               Ted's POV occasionally follows the teacher rather than the 
               child.

                                                               DISSOLVE TO:

               WIDE SHOT

               The show is over and the parents and children mill around 
               eating popcorn, drinking lemonade from paper cups. Ted stands 
               off to one side, talking to the teacher as Billy runs around.

               CLOSER IN ON THEM

                                     TEACHER
                         Mr. Kramer, I just wanted to tell 
                         you what a wonderful boy your son 
                         is.

                                     TED
                              (clearly attracted to 
                              her)
                         I don't know... I've been worried...
                              (glancing around, 
                              making sure Billy is 
                              out of earshot)
                         I mean, with what he's been through 
                         and everything. I –

                                     TEACHER
                              (solicitously)
                         No... No... Billy is doing just fine.

                                     TED
                              (giving himself a few 
                              points)
                         Well, you know it's not easy raising 
                         a kid on your own and I thought if 
                         we could get together and, uh, discuss 
                         –

               At that moment one of the class mothers interrupts, reaches 
               across Ted and takes hold of the teacher's hand.

                                     WOMAN
                              (effusive)
                         Barbara! Congratulations! When is 
                         the baby due?

                                     TEACHER (BARBARA)
                         Oh, God. Not 'til August.

               CLOSE ON TED

               Inadvertently glancing at the teacher's stomach, nothing 
               shows.

               ON THE TEACHER

               As she turns back to Ted.

                                     TEACHER
                         Excuse me. You said you wanted to 
                         talk, Mr. Kramer.

                                     TED
                              (embarrassed)
                         Yes, but... ah, not now...
                              (checking his watch)
                         I've got an appointment... I forgot 
                         all about it...

               As Ted begins beating a hasty retreat,

                                                                    CUT TO:

               EXT. STREET – DAY

               ON TED

               TRACKING IN FRONT OF HIM as he walks down the street carrying 
               a large and elaborate papier-mβchι art thing that Billy made 
               in school.

               CROSS-CUTTING BETWEEN TED AND HIS POV:

               As he manages to notice every single pretty girl that passes, 
               thread his way through the crowd and still balance Billy's 
               enormous work of art.

                                                                    CUT TO:

               INT. AGENCY – DAY

               ON THE ELEVATOR DOORS

               As they open, Ted squeezes off and AS THE CAMERA TRACKS WITH 
               HIM, he crosses the waiting room and enters the offices 
               proper. He pauses at his secretary's desk and deposits Billy's 
               papier-mβchι thing. She jumps up from her desk, takes the 
               papier-mβchι thing and her notebook in hand, and follows Ted 
               as he walks down the corridor towards O'Connor's office.

                                     SECRETARY
                         Mr. O'Connor called. There's a meeting 
                         with the Revlon people in the board 
                         room and you're fifteen minutes late.

                                     TED
                              (in a rush)
                         I know... I know.

                                     SECRETARY
                         Mr. Schmidt can't have the figures 
                         on the television buy until Monday.

                                     TED
                         No. Uh, uh. Tell him I asked for it 
                         Friday. I want it Friday. Period.

                                     SECRETARY
                         Mr. Lombardo from packaging wants to 
                         meet on Friday.

                                     TED
                         Fine.

               By now they have reached the board room. He enters without 
               knocking, his secretary still in tow.

                                     SECRETARY
                         And Mrs. Kelsey called to ask if 
                         Billy can come to Stephanie's birthday 
                         party on Tuesday.

                                                                    CUT TO:

               INT. BOARD ROOM – DAY

               The room is filled with executives in three piece suits and 
               O'Connor who is doing a lot of backing and filling.

                                     TED
                              (as he enters)
                         Yes. Remind me to pick up a "Crying 
                         Chrissie" doll at lunch on Tuesday.

               ON O'CONNOR

               Clearly he is very irritated at this.

                                     O'CONNOR
                              (sardonic)
                         If it's all right with you, Mother 
                         Kramer, can we get down to work now?

                                                                    CUT TO:

               INT. PHYLLIS BERNARD'S OFFICE – DAY

               It is a real mess, legal files and law books scattered 
               everywhere.

               In the midst of all this chaos sits PHYLLIS BERNARD, as we 
               said before, she is about thirty, very pretty in spite of 
               her glasses.

               ON PHYLLIS

               She looks up as Ted enters. It is clear from their attitude 
               that they have known one another for a long time and are 
               very relaxed together.

                                     PHYLLIS
                         Hello, Kramer.

               ON TED

               He drops into a chair and shoves a stack of papers across 
               the desk to her.

                                     TED
                         Hiya, Phyllis. These are the Revlon 
                         contracts. I thought you ought to 
                         check them out.

                                     PHYLLIS
                         Sure.

               She takes the papers and starts to rifle through them, 
               stopping every so often and making a note in the margin. As 
               she does, we notice that the second and third buttons of her 
               blouse have come undone and that she is not wearing a bra.

               CLOSER ON TED

               As he realizes this.

               ON PHYLLIS

               She glances up to ask Ted a question about some point or 
               other, notices the direction of his gaze and, unself-
               consciously buttons up her blouse.

               She goes back to her papers as Ted continues to watch her.

               ON PHYLLIS

               Not looking up from her papers.

                                     PHYLLIS
                         Yes.

                                     TED
                              (baffled)
                         Yes, what?

                                     PHYLLIS
                              (looks up, serious)
                         Yes, I'll have dinner with you.

                                                                    CUT TO:

               INT. TED KRAMER'S BEDROOM – LATE AT NIGHT

               ON THE BED

               Although the room is dimly lit, we can SEE quite clearly 
               that Ted and Phyllis are in bed together. They have finished 
               making love and Ted lies back, half asleep. Phyllis reaches 
               across to the nightstand, puts on her glasses and checks her 
               watch.

                                     PHYLLIS
                         Kramer, I've got to go. I've got an 
                         eight o'clock closing tomorrow down 
                         on Centre Street.

                                     TED
                              (half asleep)
                         Mmmmnph... I'll get you a cab...

               But he makes no move to get up.

               Phyllis gets to her feet and in the dim light we can SEE 
               that, except for her glasses, she is naked.

                                     PHYLLIS
                              (as she crosses the 
                              hall on the way to 
                              the bathroom)
                         That's okay. It's just that I've got 
                         these clients that are –

                                                                    CUT TO:

               INT. BATHROOM – NIGHT

               There is Billy Kramer, standing by the toilet, buttoning his 
               pajamas. He looks up at Phyllis.

               HIS POV

               There stands Phyllis, naked as the day she was born, a look 
               of stunned amazement on her face.

                                     PHYLLIS
                              (softly to herself)
                         Oh, God.

               Too startled to cover herself.

               ON BILLY

               He looks her up and down, then:

                                     BILLY
                              (very serious)
                         Do you like fried chicken?

               ON PHYLLIS

               Suddenly remembering to cover herself.

                                     PHYLLIS
                              (hoping desperately 
                              it is the right answer)
                         Ah... Yes.

               SHOT – PHYLLIS AND BILLY

                                     BILLY
                         So do I...

               And he shuffles off to bed. Phyllis waits, frozen until he 
               disappears into his room. Then, she turns and flees back 
               into the bedroom.

                                                                    CUT TO:

               INT. BEDROOM – NIGHT

               ON PHYLLIS

               As she bursts into the room, closes the door behind her, 
               leans against it.

                                     PHYLLIS
                              (eyes wide)
                         I just met your son.

               ON TED

               Who has leapt out of bed and is scrambling into his pants.

                                     TED
                         Like that?!

               Phyllis nods.

                                     TED
                         And?

                                     PHYLLIS
                         He wanted to know if I liked fried 
                         chicken.

                                     TED
                         Do you?

               Phyllis nods rather frantically.

                                     TED
                              (grinning)
                         So what's your problem?

                                                                    CUT TO:

               INT. KITCHEN – KRAMER APT. – EVENING

               ON TED AND THELMA

               Stand side by side. He is cutting, chopping, making some 
               kind of stew. Thelma stands nearby watching, sipping a glass 
               of white wine.

               FROM OFF SCREEN we can hear Billy and Kim running around, 
               playing.

                                     TED
                         You ever think about getting married 
                         again?

                                     THELMA
                         No, not really...
                              (she thinks for a 
                              moment, then:)
                         I guess it's different if you don't 
                         have children, but... I dunno, even 
                         if Charley and I don't live together, 
                         even if we're sleeping with other 
                         people, even if Charley was to marry 
                         again... He'd still be my husband. 
                         That stuff about "Till death do you 
                         part?" That's really true.

                                     TED
                              (nodding toward a 
                              cookbook that is 
                              propped open nearby)
                         How many onions does it say to use?

                                     THELMA
                              (without bothering to 
                              look in the book)
                         Three. And add some basil.

                                     TED
                              (as he does)
                         D'you think you and Charley'll ever 
                         get back together again?

                                     THELMA
                         No. I don't think so.

                                     TED
                         C'mon, Thel. So Charley had a little 
                         fling. So what? All in all he was a 
                         pretty good husband.

                                     THELMA
                         Look, I know this isn't gonna make 
                         any sense, okay? I mean forget the 
                         logic part... But I keep thinking if 
                         Charley really loved me, he wouldn't 
                         have let me divorce him.

                                                                    CUT TO:

               EXT. CENTRAL PARK – DAY

               WIDE SHOT

               The Saturday Father and his daughter, clearly with nothing 
               to say to one another, stand eating ices from a nearby vendor. 
               THE CAMERA PANS AWAY FROM THEM across to Billy, Ted and 
               Phyllis. She is dressed in a very nice suit, silk blouse, 
               high heeled shoes and looks distinctly out of place in Central 
               Park on a Saturday afternoon.

               At the moment, Ted is trying to teach Billy how to bat.

                                     TED
                         Now look, you hold it like this...
                              (he places Billy's 
                              hands on the bat 
                              just so)
                         ...and you swing like this...
                              (taking him through 
                              the motions)

               ON PHYLLIS

               Watching. She can't believe what she's seeing. Finally, she 
               can't stand it any longer.

                                     PHYLLIS
                              (impatient)
                         No, no, no, Kramer. That's not how 
                         you do it. Look...

               She crosses to Billy, gently takes the bat from him and 
               demonstrates.

                                     PHYLLIS
                         ...you hold it like this...
                              (showing him her grip)
                         Farther down the bat. And you swing 
                         like this...
                              (to Ted)
                         Throw me one.

               ON TED

               As he gives Billy a look that says, we have to humor her. He 
               throws a ball.

               ON PHYLLIS

               As she swings, connects and slams a ball in a long, looping 
               fly that goes at least two hundred feet.

               ON TED

               Watching the ball disappear in the distance, he turns back 
               to Phyllis, open-mouthed.

               CLOSE ON PHYLLIS

               Embarrassed, she grins, shrugs and hands the bat back to 
               Billy.

                                                                    CUT TO:

               INT. O'CONNOR'S OFFICE – DAY

               WIDE SHOT

               O'Connor, Murray and the Art Director are in O'Connor's office 
               as the door opens and Ted enters, carrying a pile of papers, 
               charts, graphs, etc., etc.

                                     TED
                         Okay, Jim. Here's the report on...

               He stops in mid-sentence, looks around.

               HIS POV

               On the walls are a series of mock-ups of the various Fire 
               and Ice ads, none of which are what Ted and O'Connor had 
               agreed upon.

                                     TED
                              (surprised)
                         What the hell is this?

                                     O'CONNOR
                              (innocent)
                         Murray had some ideas about the Fire 
                         and Ice campaign and he had the art 
                         department make up a few roughs...
                              (weakly)
                         I think they're kind of interesting.

                                     TED
                              (bugged)
                         I don't. Jim, this isn't anything 
                         like what we talked about. It's not 
                         even close.

                                     MURRAY
                              (oily)
                         Ted, basically it's still your 
                         concept.

                                     O'CONNOR
                              (chiming in)
                         Murray just added a few things, that's 
                         all.

                                     TED
                         Now hold it right there, I'm the one 
                         that went in and sold Revlon on this 
                         idea to start with, remember? You 
                         said I was going to be –

               Sound-effect: The phone rings.

               O'Connor picks it up.

               ON TED

                                     O'CONNOR
                         Yeah?

               He listens for a moment, then hands the phone to Ted.

                                     O'CONNOR
                         It's for you.

               ON TED

               As he takes the receiver.

                                     TED
                              (puzzled)
                         Yes?

               Then, embarrassed, he turns his back and lowers his voice.

                                     TED
                         Look, Billy, I told you before, one 
                         hour of T.V. a day, that's the rule... 
                         No...
                              (clearly, Billy is 
                              giving him an argument)
                         I don't care what the other mothers 
                         do... Listen, I can't talk now, I'm 
                         in a meeting...
                              (firm)
                         Billy, I'll talk to you later, good-
                         bye.

               Note: During the phone call, the CAMERA PANS AWAY to Murray 
               & O'connor, looks of bored Condescension and smug superiority 
               on their faces.

               Ted hangs up the phone and turns back around.

                                     MURRAY
                              (smooth)
                         Ted, I appreciate what you're saying, 
                         but I really think you're just too 
                         close to it right now.

                                     O'CONNOR
                              (quickly)
                         Murray's right.
                              (reassuring)
                         Look it's just some ideas, okay? I 
                         mean nothing's locked in cement. I 
                         promise you this is your show...

               ON TED

               Not very reassured.

                                     O'CONNOR
                         Trust me on this one, Ted...

                                                                    CUT TO:

               INT. LIVING ROOM – KRAMER APT. – NIGHT

               Ted is sitting at the dining room table, working. Spread out 
               all across the table are layouts, rate sheets, etc., etc. 
               Billy sits across from him drawing on a pad with felt-tipped 
               pens. HOLD FOR A BEAT, then:

                                     BILLY
                              (worried about 
                              something)
                         Mom, I mean dad...

                                     TED
                              (busy)
                         In a minute...

               beat of silence then:

                                     BILLY
                         What do you do when an elephant sits 
                         on your fence?

               Silence.

                                     BILLY
                         You get a new fence.

                                     TED
                              (he hasn't heard a 
                              word)
                         C'mon, Billy. I'm trying to work for 
                         God's sake...

               Another beat of silence, then Billy reaches for his glass of 
               Hawaiian Punch and accidentally tips it over, spilling purple 
               liquid across all of Ted's papers.

               Instantly, Ted is on his feet, yelling.

                                     TED
                         Goddamnit, can't you watch what you're 
                         doing!

               CROSS-CUTTING BETWEEN THEM:

                                     BILLY
                              (quiet)
                         I'm sorry.

                                     TED
                         Je-sus Christ! I catch all kind of 
                         shit at the office because I'm not 
                         pulling my weight because I'm busting 
                         my butt trying to be a decent goddamn 
                         father and –

                                     BILLY
                         I'm sorry.

                                     TED
                              (sardonic)
                         That's terrific. That's really 
                         terrific, but I notice I'm the one 
                         that's cleaning up this –
                              (noticing an important 
                              paper covered with 
                              grape juice)
                         Oh, crap, I'll have to do this one 
                         over.

                                     BILLY
                              (starting to help)
                         I'm sorry.

               By now there is nothing the boy can do right.

                                     TED
                         Look, it's after your bedtime, okay? 
                         Just do me a favor and go to bed, 
                         okay?

               Billy gets to his feet, collects his stuff and walks into 
               his bedroom. HOLD ON TED who sits for a moment, then gets 
               wearily to his feet and as THE CAMERA TRACKS WITH HIM crosses 
               to the door of Billy's room. He stops in the doorway, looks 
               OFF SCREEN.

               HIS POV

               Billy struggling to get his pajamas on, having a hard time.

               CROSS-CUTTING BETWEEN THEM:

                                     TED
                         Look, I'm sorry I yelled, okay?

                                     BILLY
                              (quiet)
                         That's okay.

                                     TED
                         It's just... I've been catching a 
                         lot of flack at the office...

                                     BILLY
                         That's okay...

               INT. OFFICE – DAY

               ON THE DOOR TO O'CONNOR'S OFFICE

               As it opens and Phyllis comes out. In the background in 
               O'Connor's office we SEE O'Connor and Murray, talking, 
               laughing.

               THE CAMERA TRACKS ALONGSIDE Phyllis as she walks to Ted 
               Kramer's office and opens the door without knocking.

                                     PHYLLIS
                         How about lunch, Kramer. I'm buying.

                                                                    CUT TO:

               INT. RESTAURANT, MIDTOWN – DAY

               ON TED AND PHYLLIS

               As they sit across from one another. A waiter stands over 
               them, setting drinks in front of them.

                                     WAITER
                         Perrier and lime...
                              (placing a drink in 
                              front of Phyllis)
                         ...and scotch with soda.
                              (putting Ted's drink 
                              in front of him)

               The waiter bustles away.

                                     TED
                         Okay, Phyllis, what's up?

                                     PHYLLIS
                         Kramer...

               She breaks off, uncertain whether or not to go on. Then, 
               making up her mind, she reaches across, takes Ted's scotch 
               and soda and drinks half of it down in one gulp.

                                     PHYLLIS
                              (in a rush)
                         O'Connor's out to get you. He's going 
                         to take the Fire and Ice account 
                         away from you.

                                     TED
                              (stunned)
                         What?!?

               Phyllis nods.

                                     TED
                              (angry)
                         I don't believe it! That's crazy! 
                         Why would Jim do something like that?

               Phyllis polishes off the rest of Ted's drink.

                                     PHYLLIS
                              (angry herself)
                         You want to know why? I'll tell you 
                         why...
                              (signaling to the 
                              waiter)
                         Another scotch and soda for the 
                         gentleman.
                              (back to Ted)
                         I'll tell you exactly why. Because 
                         you're not his buddy anymore. Because 
                         he can't count on you to sit around 
                         the office every night until eight 
                         or nine and shoot the shit with him.

                                     TED
                         I can't. I've got Billy to take care 
                         of.

                                     PHYLLIS
                              (exasperated)
                         You dope. O'Connor doesn't give a 
                         damn about Billy. All he wants is 
                         somebody that'll hang around with 
                         him every night so he won't have to 
                         go home.

                                     TED
                              (stiff)
                         I don't believe you.

               The waiter sets Ted's drink on the table in front of him. He 
               starts to reach for it, but Phyllis is quicker.

                                     PHYLLIS
                              (taking a stiff drink)
                         All right. Okay. But tell me 
                         something, Kra