Apartment, The (1960)
by Billy Wilder and I.A.L. Diamond

A DESK COMPUTER

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

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

THE INSURANCE BUILDING - A WET, FALL DAY

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

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

INT. NINETEENTH FLOOR

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

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

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

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

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

ELECTRIC WALL CLOCK

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

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

FULL SHOT - OFFICE

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

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

                                      DISSOLVE TO:

STREET IN THE WEST SIXTIES - EVENING

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

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

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

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

INT. THE APARTMENT - EVENING

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

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

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

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

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

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

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

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

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

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

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

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

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

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

EXT. BROWNSTONE HOUSE - EVENING

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

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

                   MRS. LIEBERMAN
      Good evening, Mr. Baxter.

                   BUD
      Good evening, Mrs. Lieberman.

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

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

                   MRS. LIEBERMAN
      Good night, Mr. Baxter.

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

INT. SECOND FLOOR LANDING - EVENING

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

                   KIRKEBY
      Come on -- come on, Sylvia!

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

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

                   KIRKEBY
      Sssssh.

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

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

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

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

                   KIRKEBY
      Don't you ever stop talking?

EXT. BROWNSTONE HOUSE - EVENING

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

                   KIRKEBY
      Where do you live?

                   SYLVIA
      I told you -- with my mother.

                   KIRKEBY
      Where does she live?

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

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

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

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

                   SYLVIA
      You mean you bring other girls up
      here?

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

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

INT. VESTIBULE - EVENING

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

INT. SECOND FLOOR LANDING - EVENING

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

                   BUD
      Oh.  Hello there, Mrs. Dreyfuss.

                   MRS. DREYFUSS
      Something the matter?

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

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

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

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

He ducks into the apartment.

INT. THE APARTMENT - EVENING

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

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

                   KIRKEBY
      The little lady forgot her galoshes.

He scours the room for the missing galoshes.

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

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

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

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

                   BUD
             (perking up)
      Mr. Sheldrake?

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

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

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

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

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

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

He exits, shutting the door.

                   BUD
             (making a mental note)
      Cheese crackers.

He carries his load into the kitchen.

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

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

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

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

INT. SECOND FLOOR LANDING - EVENING

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

                   DR. DREYFUSS
      Good evening, Baxter.

                   BUD
      Hi, Doc.  Had a late call?

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

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

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

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

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

                   BUD
      I'm sorry if it gets noisy --

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

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


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

                   BUD
      Me?

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

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

                   DR. DREYFUSS
      Slow down, kid.

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

INT. THE APARTMENT - EVENING

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

INT. PHONE BOOTH IN A MANHATTAN BAR - NIGHT

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

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

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

BUD - ON PHONE

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

INT. PHONE BOOTH

                   DOBISCH
      Dobisch -- Joe Dobisch, in
      Administration.

BUD - ON PHONE

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

INT. PHONE BOOTH

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

BUD - ON PHONE

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

INT. PHONE BOOTH

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

BUD - ON PHONE

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

INT. PHONE BOOTH

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

BUD - ON PHONE

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

INT. PHONE BOOTH

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

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

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

                   DOBISCH
      My mother.

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

Dobisch shuts the door in her face.

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

BUD - ON PHONE

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

INT. PHONE BOOTH

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

INT. THE APARTMENT

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

He hangs up, shuffles back into the bedroom.

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

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

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


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

                  NOT TOO LOUD
          THE NEIGHBORS ARE COMPLAINING

EXT. BROWNSTONE HOUSE - NIGHT

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

                   BLONDE
      This the place?

                   DOBISCH
      Yeah.
             (to cab driver)
      How much?

                   CABBIE
      Seventy cents.

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

                   DOBISCH
      Get the money, will you?

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

                   DOBISCH
      Watch those stingers!

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

                   DOBISCH
      Give him a buck.

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

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

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

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

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

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

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

INT. SECOND FLOOR LANDING - NIGHT

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

                   DOBISCH
      Get the key, will you.

Automatically, she reaches into his pocket.

                   DOBISCH
      Not there.  Under the mat.

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


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

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

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

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

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

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

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

Shaking his head, he closes the door.

EXT. CENTRAL PARK - NIGHT

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

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

                                      FADE OUT.

FADE IN:

INT. LOBBY INSURANCE BUILDING - DAY

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

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

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

                   BUD
             (hoarsely)
      Good morning, Mr. Kirkeby.

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

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

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

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

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

                   FRAN
      Morning, Mr. Baxter.

                   BUD
      Morning, Miss Kubelik.

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

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

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

INT. ELEVATOR

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

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

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

                   BUD
      I sort of like it.

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

                   FRAN
      Say, you got a lulu.

                   BUD
      Yeah.  I better not get too close.

                   FRAN
      Oh, I never catch colds.

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

                   FRAN
      That makes me feel just terrible.

                   BUD
      Why?

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

                   BUD
      That's me.
             (dabs his nose)


                   FRAN
      You should have stayed in bed this
      morning.

                   BUD
      I should have stayed in bed last
      night.

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

                   FRAN
      Nineteen.  Watch your step.

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

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

                   KIRKEBY
             (innocently)
      I beg your pardon?

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

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

                   FRAN
      Twenty next.

The doors close.

INT. NINETEENTH FLOOR - DAY

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

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

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

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

                   BUD
      Maybe you're using the wrong
      approach.

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

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

                   KIRKEBY
      Listen to him.  Little Lord
      Fauntleroy!

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

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

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

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

INT. DOBISCH'S OFFICE - DAY

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

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

BUD - ON PHONE

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

DOBISCH - ON PHONE

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

BUD - ON PHONE

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

DOBISCH - ON PHONE

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

BUD - ON PHONE

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

DOBISCH - ON PHONE

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

BUD - ON PHONE

                   BUD
      Thank you, Mr. Dobisch.

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

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

                   MESSENGER
      From Mr. Dobisch.

                   BUD
             (thermometer in mouth)
      Wait.

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

                   BUD
             (thermometer in mouth)
      To Mr. Dobisch.

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

INT. VANDERHOF'S OFFICE - DAY

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

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

BUD - ON PHONE

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

VANDERHOF - ON PHONE

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

BUD - ON PHONE

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

VANDERHOF - ON PHONE

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

BUD - ON PHONE

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

VANDERHOF - ON PHONE

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

BUD - ON PHONE

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

VANDERHOF - ON PHONE

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

BUD - ON PHONE

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

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

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

INT. EICHELBERGER'S OFFICE - DAY

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

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

Eichelberger puts the charts down, takes the phone.

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

BUD - ON PHONE

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

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

INT. KIRKEBY'S OFFICE - DAY

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

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

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

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

BUD - ON PHONE

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

KIRKEBY - ON PHONE

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

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

INT. SWITCHBOARD ROOM

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

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

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

                   SWITCHBOARD GIRL
      Sylvia -- it's for you.

Sylvia plugs the call into her own switchboard.

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

KIRKEBY - ON PHONE

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

SYLVIA - AT SWITCHBOARD

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

KIRKEBY - ON PHONE

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

INT. NINETEENTH FLOOR - DAY

Bud, at his desk, is on the phone.

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

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

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

                   BUD
      Sheldrake?

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

                   BUD
      Oh!

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

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

                   BUD
             (cockily)
      Care to make a small wager?

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

                   BUD
      Shall we say -- a dollar?

                   MOFFETT
      It's a bet.

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

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

                   FRAN
      Going up?

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

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

Fran shuts the doors.

INT. ELEVATOR - DAY

Fran presses a button, and the elevator starts up.

                   FRAN
      Twenty-seven.

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

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

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

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

                   BUD
      Really?

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

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

The elevator has stopped, and Fran opens the doors.

                   FRAN
      Twenty-seven.

INT. TWENTY-SEVENTH FLOOR FOYER - DAY

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

                   FRAN
      I hope everything goes all right.

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

                   FRAN
      Fine.
             (stepping out of elevator)
      Wait.

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

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

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

                   FRAN
      Good luck. And wipe your nose.

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

INT. SHELDRAKE'S ANTEROOM - DAY

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

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

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

                   BUD
      I'm sorry, I --

                   MISS OLSEN
      Go on in.

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

INT. SHELDRAKE'S OFFICE - DAY

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

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

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

                   SHELDRAKE
      Baxter?

                   BUD
      Yes, sir.

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

                   BUD
      Yes, Mr. Sheldrake.

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

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

                   BUD
      Mr. Dobisch said that?

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

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

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

                   BUD
      That's very flattering.

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

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

                   BUD
      I don't know.

                   SHELDRAKE
      Think.

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

                   BUD
      Would you mind repeating the
      question?

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

                   BUD
             (in a very small voice)
      You do?

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

                   BUD
             (worried)
      The Vice Squad?

                   SHELDRAKE
      That's right, Baxter.

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

                   SHELDRAKE
      What kind of joint are you running?

                   BUD
      Sir?

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

                   BUD
      Who?

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

                   BUD
      Oh.

                   SHELDRAKE
      Are you going to deny it?

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

                   SHELDRAKE
      You better.

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

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

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

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

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

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

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

                   SHELDRAKE
      Where is your apartment?

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

                   SHELDRAKE
      How do you work it with the key?

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

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

                   SHELDRAKE
      Yes, Miss Olsen.

INT. SHELDRAKE'S ANTEROOM - DAY

Miss Olsen is on the phone.

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

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

INT. SHELDRAKE'S OFFICE - DAY

Sheldrake is talking into the phone.

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

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

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

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

                   SHELDRAKE
      I'm not through with you yet.

                   BUD
      Yes, sir.

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

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

                   SHELDRAKE
      How would you like to go tonight?

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

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

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

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

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

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

                   BUD
      Swap them? For what?

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

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

                   BUD
      Oh?
             (the dawn is breaking)
      Oh!

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

                   BUD
      This?

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

                   BUD
      I am?

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

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

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

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

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

                   SHELDRAKE
      Relax, Baxter.

                   BUD
      Thank you, sir.

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

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

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

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

                   BUD
      Yes, of course.

                   SHELDRAKE
      You know how people talk.

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

                   SHELDRAKE
      Not that I have anything to hide.

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

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

                   BUD
      You too, sir.

Clutching the tickets, he backs out of the office.

                                      DISSOLVE TO:

INT. LOBBY INSURANCE BUILDING - EVENING

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

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

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

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

                   FRAN
             (passing Bud)
      Good night.

                   BUD
             (casually)
      Good night.

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

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

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

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

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

                   FRAN
      No.

                   BUD
      Would you like to?

                   FRAN
      Sure.

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

                   FRAN
      You mean tonight?

                   BUD
      Yeah.

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

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

                   FRAN
      No. Like a man.

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

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

                   FRAN
      Just tell 'em -- now and then.

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

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

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

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

                   BUD
      Oh, I understand.

He follows her out through the revolving doors.

EXT. INSURANCE BUILDING - EVENING

Fran and Bud come out.

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

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

                   BUD
      Eight-thirty.

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

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

                   FRAN
      Meet you in the lobby. Okay?

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

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

                   FRAN
      How is your cold?

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

                   FRAN
      So I see.

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

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

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

                   FRAN
      How come?

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

                   FRAN
      Oh.

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

They have now reached the corner, and Fran stops.

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

                   BUD
             (calling after her)
      Eight-thirty!

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

EXT. DOWNTOWN STREET - EVENING

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

INT. CHINESE RESTAURANT - EVENING

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

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

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

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

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

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

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


                   FRAN
      Still afraid somebody may see us
      together?

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

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

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

                   FRAN
      That's right.

                   SHELDRAKE
      You know I liked it better long.

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

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

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

                   FRAN
      Thank you.

The waiter has set everything on the table, leaves.

                   SHELDRAKE
      How long has it been -- a month?

                   FRAN
      Six weeks. But who's counting?

                   SHELDRAKE
      I missed you, Fran.

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

                   SHELDRAKE
      It's been hell.

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

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

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

                   SHELDRAKE
      I don't believe you.

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

                   SHELDRAKE
      I never said goodbye, Fran.

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

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

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

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

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

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

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

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

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

                   SHELDRAKE
      Important?

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

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

                   WAITER
      You ready order dinner now?

                   FRAN
      No. No dinner.

                   SHELDRAKE
      Bring us two more drinks.

                                      CUT TO:

EXT. MAJESTIC THEATRE - EVENING

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

                                      CUT TO:

INT. CHINESE RESTAURANT - EVENING

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

                   SHELDRAKE
      Fran -- remember that last weekend
      we had?

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

                   SHELDRAKE
      Remember what we talked about?

                   FRAN
      We talked about a lot of things.

                   SHELDRAKE
      I mean -- about my getting a divorce.

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

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

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

                   SHELDRAKE
      That's enough, Fran.

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

                   SHELDRAKE
      You're not being funny.

                   FRAN
      I wasn't trying.

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

                   FRAN
      Okay. I'm sorry.

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

                   FRAN
      Handle what?

                   SHELDRAKE
      What do you think?

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

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

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

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

                   FRAN
             (softly)
      You know I do.

                   SHELDRAKE
      Fran --

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

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

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

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

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

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

Miss Olsen watches them with a cold smile.

EXT. CHINESE RESTAURANT - EVENING

Fran and Sheldrake come up the steps.

                   SHELDRAKE
             (to a passing cab)
      Taxi!

It passes without stopping.

                   FRAN
      I have that date -- remember?

                   SHELDRAKE
      I love you -- remember?

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

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

                   SHELDRAKE
      I promise.

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

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

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

                                      CUT TO:

EXT. MAJESTIC THEATRE - EVENING

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

                                      FADE OUT:

FADE IN:

BAXTER'S DESK CALENDAR

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

                                      DISSOLVE TO:

INT. NINETEENTH FLOOR - INSURANCE BUILDING - DAY

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

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

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

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

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

INT. BAXTER'S OFFICE - DAY

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

                   KIRKEBY'S VOICE
      Hi, Buddy-boy.

                   DOBISCH'S VOICE
      Congratulations, and all that jazz.

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

                   BUD
      Hi, fellas.

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

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

                   BUD
      Yeah.

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

                   BUD
      I have a vague idea.

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

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

                   BUD
      Oh, I'm very grateful.

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

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

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

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

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

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

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

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

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

                   BUD
      You threatening me?

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

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

                   BUD
      Good morning, Mr. Sheldrake.

The others swivel around.

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

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

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

The four friends manage to work up some sickly smiles.

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


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

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

They leave. Sheldrake and Bud are alone.

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

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

                   BUD
      Well -- I guess so.

                   SHELDRAKE
      You know my secretary -- Miss
      Olsen --

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

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

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

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

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

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

                   SHELDRAKE
      To me?

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

                   SHELDRAKE
      Oh, yes. Thanks.

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

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

                   BUD
      Sir?

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

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

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

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

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

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

                   SHELDRAKE
      Put me down for Thursday again.

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

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

                                      DISSOLVE TO:

BAXTER'S DESK CALENDAR

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

                                      DISSOLVE TO:

INT. SWITCHBOARD ROOM - DAY

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

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

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

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

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

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

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

INT. NINETEENTH FLOOR - DAY

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

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

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

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

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

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

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

                   BUD
      Miss Kubelik.

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

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

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

                   BUD
      What gave you that idea?

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

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

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

                   BUD
      I forgive you.

                   FRAN
      You shouldn't.

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

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

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

                   FRAN
      Cheers.

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

                   BUD
      One more?

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

                   BUD
      You're so right.

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

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

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

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

                   FRAN
      How many of those drinks did you
      have?

                   BUD
             (holding up four fingers)
      Three.

                   FRAN
      I thought so.

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

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

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

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

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

                   FRAN
      Yes, I know.

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

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

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

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

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

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

                   BUD
      Miss Kubelik.

Fran turns away from Miss Olsen.

                   FRAN
      Well -- thank you.

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

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

                   BUD
      You all right? What's the matter?

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

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

INT. BAXTER'S OFFICE - DAY

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

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

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

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

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

                   BUD
      Guess I made a boo-boo, huh?

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

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

                   FRAN
      Of course not.

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

                   FRAN
      Much better.

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

                   FRAN
      This is a bad day for me.

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

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

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

                   FRAN
             (guardedly)
      Why?

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

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

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

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

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

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

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

                   FRAN
      I think so.

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

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

                   FRAN
      Here.

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

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

                   FRAN
      What is it?

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

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

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

                   FRAN
      Your phone.

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

                   FRAN
      All right. Have a nice Christmas.

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

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

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

INT. NINETEENTH FLOOR - DAY

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

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

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

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

                                      DISSOLVE TO:

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

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

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

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

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

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

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

Margie, undaunted, lets go with another missile.

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

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

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

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

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

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

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

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

                   BUD
      What about him?

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

                   BUD
      That so.

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

                   BUD
      Who is Mickey?

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

                   BUD
      Oh. Mixed up in that revolution?

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

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

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

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

                   BUD
      No.

                   MARGIE
      Family?

                   BUD
      No.

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

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

They both drink.

                                      CUT TO:

INT. BUD'S APARTMENT - EVENING

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

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

                   SHELDRAKE
             (stops and faces Fran)
      Come on, Fran -- don't be like that.
      You just going to sit there and
      keep bawling?
             (no answer)
      You won't talk to me, you won't
      tell me what's wrong --
             (a new approach)
      Look, I know you think I'm stalling
      you. But when you've been married
      to a woman for twelve years, you
      don't just sit down at the breakfast
      table and say "Pass the sugar --
      and I want a divorce." It's not
      that easy.
             (he resumes pacing;
             Fran continues crying)
      Anyway, this is the wrong time. The
      kids are home from school -- my in-
      laws are visiting for the
      holidays -- I can't bring it up now.
             (stops in front of her)
      This isn't like you, Fran -- you
      were always such a good sport --
      such fun to be with --

                   FRAN
             (through tears)
      Yeah -- that's me. The Happy
      Idiot -- a million laughs.

                   SHELDRAKE
      Well, that's more like it. At least
      you're speaking to me.

                   FRAN
      Funny thing happened to me at the
      office party today -- I ran into
      your secretary -- Miss Olsen. You
      know -- ring-a-ding-ding? I laughed
      so much I like to died.

                   SHELDRAKE
      Is that what's been bothering
      you -- Miss Olsen? That's ancient
      history.

                   FRAN
      I was never very good at history.
      Let me see -- there was Miss Olsen,
      and then there was Miss Rossi --
      no, she came before -- it was Miss
      Koch who came after Miss Olsen --

                   SHELDRAKE
      Now, Fran --

                   FRAN
      And just think -- right now there's
      some lucky girl in the building
      who's going to come after me --

                   SHELDRAKE
      Okay, okay, Fran. I deserve that.
      But just ask yourself -- why does a
      man run around with a lot of girls?
      Because he's unhappy at home --
      because he's lonely, that's why --
      all that was before you, Fran --
      I've stopped running.

Fran has taken a handkerchief out of her bag and is dabbing
her eyes.

                   FRAN
      How could I be so stupid? You'd
      think I would have learned by
      now -- when you're in love with a
      married man, you shouldn't wear
      mascara.

                   SHELDRAKE
      It's Christmas Eve, Fran -- let's
      not fight.

                   FRAN
      Merry Christmas.

She hands him a flat, wrapped package.

                   SHELDRAKE
      What is it?

He strips away the wrapping to reveal a long-playing record.
The cover reads: RICKSHAW BOY - Jimmy Lee Kiang with
Orchestra.

                   SHELDRAKE
      Oh. Our friend from the Chinese
      restaurant. Thanks, Fran. We better
      keep it here.

                   FRAN
      Yeah, we better.

                   SHELDRAKE
      I have a present for you. I didn't
      quite know what to get you --
      anyway it's a little awkward for
      me, shopping --
             (he has taken out a
             money clip, detaches
             a bill)
      -- so here's a hundred dollars --
      go out and buy yourself something.

He holds the money out, but she doesn't move. Sheldrake
slips the bill into her open bag.

                   SHELDRAKE
      They have some nice alligator bags
      at Bergdorf's --

Fran gets up slowly and starts peeling off her gloves.
Sheldrake looks at her, then glances nervously at his wrist
watch.

                   SHELDRAKE
      Fran, it's a quarter to seven --
      and I mustn't miss the train -- if
      we hadn't wasted all that time -- I
      have to get home and trim the
      tree --

Fran has started to remove her coat.

                   FRAN
      Okay.
             (shrugs the coat back on)
      I just thought as long as it was
      paid for --

                   SHELDRAKE
             (an angry step toward her)
      Don't ever talk like that, Fran!
      Don't make yourself out to be cheap.

                   FRAN
      A hundred dollars? I wouldn't call
      that cheap. And you must be paying
      somebody something for the use of
      the apartment --

                   SHELDRAKE
             (grabbing her arms)
      Stop that, Fran.

                   FRAN
             (quietly)
      You'll miss your train, Jeff.

Sheldrake hurriedly puts on his hat and coat, gathers up his
packages.

                   SHELDRAKE
      Coming?

                   FRAN
      You run along -- I want to fix my
      face.

                   SHELDRAKE
             (heading for the door)
      Don't forget to kill the lights.
      See you Monday.

                   FRAN
      Sure. Monday and Thursday -- and
      Monday again -- and Thursday
      again --

                   SHELDRAKE
             (that stops him in
             the half-open door)
      It won't always be like this.
             (coming back)
      I love you, Fran.

Holding the packages to one side, he tries to kiss her on
the mouth.

                   FRAN
             (turning her head)
      Careful -- lipstick.

He kisses her on the cheek, hurries out of the apartment,
closing the door. Fran stands there for a while, blinking
back tears, then takes the long-playing record out of its
envelope, crosses to the phonograph. She puts the record on,
starts the machine -- the music is JEALOUS LOVER. As it
plays, Fran wanders aimlessly around the darkened room, her
body wracked by sobs. Finally she regains control of herself,
and picking up her handbag, starts through the bedroom
toward the bathroom.

In the bathroom, Fran switches on the light, puts her bag on
the sink, turns on the faucet. Scooping up some water, she
washes the smeared mascara away, then turns the faucet off,
picks up a towel As she is drying her face, she notices in
the pull-away shaving mirror the magnified reflection of a
vial of pills on the medicine shelf. Fran reaches out for
the vial, turns it slowly around in her hand. The label
reads: SECONAL - ONE AT BEDTIME AS NEEDED FOR SLEEP.

Fran studies the label for a second, then returns the vial
to the shelf. She opens her handbag, takes out a lipstick.
As she does so, she sees the hundred dollar bill Sheldrake
left in the bag. Her eyes wander back to the vial on the
medicine shelf. Then very deliberately she picks up Bud's
mouthwash glass, removes the two toothbrushes from it, turns
on the faucet, starts filling the glass with water.

                                      DISSOLVE TO:
INT. CHEAP BAR - COLUMBUS AVENUE - NIGHT

The joint is deserted now except for the Santa Claus, who is
leaning against the bar, quite loaded, and Bud and Margie
MacDougall, who are dancing to a slow blues coming from the
juke box. Bud is still in his overcoat and bowler, and
Margie is wearing her fur coat. The bartender is sweeping up
the place.

                   BARTENDER
             (to Santa Claus)
      Drink up, Pop. It's closing time.

                   SANTA CLAUS
      But it's early, Charlie.

                   BARTENDER
      Don't you know what night this is?

                   SANTA CLAUS
      I know, Charlie. I know. I work for
      the outfit.

He polishes off his drink, walks out unsteadily. The
bartender approaches the dancers.

                   BARTENDER
      Hey, knock it off, will you? Go home.

Bud and Margie ignore him, continue dancing -- or rather
swaying limply cheek-to-cheek. The bartender crosses to the
juke box, pulls the plug out. The music stops, but not Bud
and Margie -- they continue dancing.

                   BARTENDER
      O-U-T -- out!

He goes to the front of the bar, starts to extinguish the
lights. Margie picks up her handbag from the bar, and Bud
downs the remains of his drink.

                   MARGIE
      Where do we go -- my place or yours?

                   BUD
             (peering at his watch)
      Might as well go to mine --
      everybody else does.

He leads her through the dark bar toward the entrance. The
bartender holds the door open for them as they go out.

                                      DISSOLVE TO:

EXT. BROWNSTONE HOUSE - NIGHT

Bud and Margie come walking down the street. As they reach
the house, Bud starts up the steps, but Margie continues
along the sidewalk.

                   MARGIE
      Poor Mickey -- when I think of him
      all by himself in that jail in
      Havana --
             (opening her handbag)
      -- want to see his picture?

                   BUD
             (from steps)
      Not particularly.

Margie, realizing her mistake, hurries back to join him.

                   MARGIE
      He's so cute -- five-foot-two --
      ninety-nine pounds...like a little
      chihuahua.

They pass through the front door into the vestibule.

INT. STAIRCASE - BROWNSTONE HOUSE - NIGHT

Bud and Margie are mounting the stairs toward the apartment.

                   MARGIE
      Can I ask you a personal question?

                   BUD
      No.

                   MARGIE
      You got a girl-friend?

                   BUD
      She may be a girl -- but she's no
      friend of mine.

                   MARGIE
      Still stuck on her, huh.

                   BUD
      Stuck on her! Obviously, you don't
      know me very well.

                   MARGIE
      I don't know you at all.
                   BUD
      Permit me -- C.C. Baxter -- junior
      executive, Arthur Murray graduate,
      lover.

                   MARGIE
      I'm Mrs. MacDougall -- Margie to you.

Bud has taken the key out of his pocket, opened the door to
his apartment.

                   BUD
      This way, Mrs. MacDougall.

He ushers her in.

INT. APARTMENT - NIGHT

It is exactly the way we left it. There is no sign of Fran,
except for the gloves she dropped on the coffee table
earlier. Bud switches on the light, shuts the door.

                   MARGIE
             (looking around)
      Say, this is Snugsville.

                   BUD
             (helping her out of
             her coat)
      Mrs. MacDougall, I think it is only
      fair to warn you that you are now
      alone with a notorious sexpot.

                   MARGIE
             (a gleam)
      No kidding.

                   BUD
      Ask anybody around here. As a
      matter of fact, when it's time for
      me to go -- and I may go just like
      that --
             (snaps his fingers)
      -- I have promised my body to the
      Columbia Medical Center.

                   MARGIE
             (shuddering deliciously)
      Gee. Sort of gives you goose-bumps
      just to think about it.

                   BUD
      Well, they haven't got me yet, baby.
      Dig up some ice from the kitchen
      and let's not waste any time --
      preliminary-wise.

                   MARGIE
      I'm with you, lover.

She takes the bowl of melted ice Bud has handed her,
disappears into the kitchen. As Bud starts to remove his
coat, he becomes aware of a scratching noise from the
phonograph. He crosses to it, sees that the needle is stuck
in the last groove of a long-playing record.

Bud lifts the record off, examines it curiously, then puts
it aside and substitutes the cha cha record. As the music
starts, he dances over to the coat-rack beside the door,
hangs up his chesterfield and bowler. He turns back into the
room, still dancing, suddenly spots Fran's gloves on the
coffee table. He picks up the gloves, looks around for some
convenient place to get rid of them. Moving over to the
bedroom door, he opens it, tosses the gloves toward the bed
inside. He shuts the door, starts to turn away, freezes in a
delayed reaction to something he saw inside. He quickly
opens the door again, looks.

Sprawled across the bed, on top of the bedspread, is Fran.
The light from the bathroom falls across her. She is fully
dressed, still in her coat, and apparently asleep.

Bud steps into the bedroom, closing the door behind him,
walks over to Fran.

                   BUD
      All right, Miss Kubelik -- get up.
      It's past checking-out time, and
      the hotel management would
      appreciate it if you would get the
      hell out of here.
             (Fran doesn't stir)
      Look, Miss Kubelik, I used to like
      you -- I used to like you a lot --
      but it's all over between us -- so
      beat it -- O-U-T -- out!
             (no reaction; he puts
             a hand on her
             shoulder, shakes her)
      Come on -- wake up!

She doesn't respond. But something falls out of her hand,
rolls across the bed. Bud picks it up, looks at it -- it is
his sleeping-pill vial, now uncapped and empty.
                   BUD
             (a hoarse whisper)
      Oh, my God.

For a second he is paralyzed. Then he drops the vial, grabs
Fran, lifts her into a sitting position on the bed, shakes
her violently.

                   BUD
      Miss Kubelik! Miss Kubelik!

Fran's head droops to one side, like a rag doll's. Bud lets
go of her, rushes out.

In the living room, the phonograph is still cha cha-ing away.
Bud dashes to the phone, picks it up. Then it occurs to him
that he doesn't know whom to call and he hangs up. Out of
the kitchen comes Margie, with a bowlful of ice cubes.

                   MARGIE
      I broke a nail trying to get the
      ice-tray out. You ought to buy
      yourself a new refrigerator.

Bud, not listening, runs past her to the hall door and out.

                   MARGIE
             (calling after him)
      I didn't mean right now.

INT. SECOND FLOOR LANDING - NIGHT

Bud arrives at the door of the Dreyfuss apartment, starts
ringing the doorbell and pounding with his fist.

                   BUD
      Dr. Dreyfuss! Hey, Doc!

The door opens, and Dr. Dreyfuss stands there sleepily,
pulling on his beaten bathrobe.

                   BUD
             (words tumbling over
             each other)
      There's a girl in my place -- she
      took some sleeping pills -- you
      better come quick -- I can't wake
      her up.

                   DR. DREYFUSS
      Let me get my bag.

He disappears from the doorway.

                   BUD
      Hurry up, Doc.

Bud turns and runs back into his apartment.

INT. APARTMENT - NIGHT

Margie has settled herself comfortably on the couch, and is
fixing the drinks. The cha cha music is still going. Bud
comes flying in, heads for the bedroom.

                   MARGIE
      Hey -- over here, lover.

Bud stops in his tracks, suddenly aware of her.

                   MARGIE
      What's all this running around?
      You're going to wear yourself out.

Bud strides over to her purposefully, yanks her up to her
feet.

                   MARGIE
      Not so rough, honey.

                   BUD
             (taking the glass out
             of her hand)
      Good night.

                   MARGIE
      Good night?

                   BUD
             (thrusting the fur
             coat at her)
      The party's over.

                   MARGIE
      What's the matter? Did I do
      something wrong?

                   BUD
             (easing her toward door)
      It's an emergency -- see you some
      other time.

Dr. Dreyfuss comes hurrying in, carrying his medical bag. He
stops, bewildered by the sound of music and the sight of a
wide-awake girl in the apartment.

                   BUD
      Not this one --
             (pointing to the bedroom)
      -- in there, Doc.

Dr. Dreyfuss proceeds into the bedroom.

                   MARGIE
      Say, what's going on here, anyway?

                   BUD
      Nothing.
             (propelling her
             toward the door)
      Just clear out, will you?

                   MARGIE
             (pointing back)
      My shoes.

Bud reaches under the coffee table, where she left her
shoes, retrieves them.

                   MARGIE
             (bitterly)
      Some lover you are. Some sexpot!

Bud shoves the shoes at her, takes a bill out of his wallet,
hands it to her.

                   BUD
      Here -- find yourself a phone booth
      and call your husband in Havana.

                   MARGIE
      You bet I will. And when I tell him
      how you treated me, he'll push your
      face in.
             (he shoves her
             through the open door)
      You fink!

Bud slams the door shut, starts toward the bedroom. Halfway
there, he becomes aware that the cha cha record is still on.
He detours to the phonograph, switches it off, continues
into the bedroom.

In the bedroom, the overhead light is on, and Dr. Dreyfuss
is working on the unconscious Fran. He has removed her coat,
and is shining a flashlight into her eyes, examining her
pupils. Bud approaches the bed worriedly.

                   BUD
      She going to be all right, Doc?

                   DR. DREYFUSS
      How many pills were in that bottle?

                   BUD
      It was half-full -- about a dozen
      or so. You going to have to take
      her to the hospital?

Dr. Dreyfuss ignores him. Out of his medical bag, he takes a
stomach tube with a rubber funnel at the end. Then he starts
to lift Fran off the bed.

                   DR. DREYFUSS
      Help me, will you?

Between them, they get Fran into an upright position.

                   DR. DREYFUSS
      Into the bathroom.

They half-carry, half-drag Fran's limp form toward the
bathroom.

                   BUD
      What are you going to do, Doc?

                   DR. DREYFUSS
      Get that stuff out of her stomach --
      if it isn't too late. You better
      put some coffee on -- and pray.

Bud starts away as Dr. Dreyfuss takes Fran into the bathroom.

Bud loses no time getting into the kitchen. He fills an
aluminum kettle with water, strikes a match, lights the gas
burner, puts the kettle on. Then he takes a jar of instant
coffee and a chipped coffee mug out of the cupboard, shakes
an excessive portion of coffee into the mug, sticks a spoon
in it. He watches the kettle for a moment, mops his brow
with a handkerchief, then starts back toward the bedroom.

Bud crosses the bedroom to the half-open door of the
bathroom, looks in anxiously. From inside come the sounds of
a coughing spasm and running water. Bud turns away, undoes
his tie and collar, paces the bedroom floor. Something on
the night table attracts his attention -- resting against
the base of the lamp is a sealed envelope. Bud picks it
up -- on it, in Fran's handwriting, is one word, JEFF. He
turns the letter over in his hand, trying to decide what to
do with it.

Dr. Dreyfuss emerges from the bathroom, carrying a pale,
still unconscious Fran. Bud quickly conceals the suicide
note behind his back.

                   DR. DREYFUSS
      Bring my bag.

He lugs Fran into the living room. Bud stashes the letter in
his back pocket, picks up the medical bag, follows them.

In the living room, Dr. Dreyfuss lowers Fran into a chair.
Her chin falls to her chest. Dreyfuss takes the bag from
Bud, fishes out a hypodermic syringe, draws 2 c.c.'s from a
bottle of picrotoxin.

                   DR. DREYFUSS
      Roll up her right sleeve.

Bud does so. Dr. Dreyfuss hands the hypodermic to Bud,
searches for a spot for the injection.

                   DR. DREYFUSS
      Nice veins.

He swabs the spot with alcohol, takes the hypodermic back
from Bud.

                   DR. DREYFUSS
      Want to tell me what happened?

                   BUD
      I don't know -- I mean -- I wasn't
      here -- you see -- we had some
      words earlier -- nothing serious,
      really -- what you might call a
      lovers' quarrel --

                   DR. DREYFUSS
             (making off-scene injection)
      So you went right out and picked
      yourself up another dame.

                   BUD
      Something like that.

                   DR. DREYFUSS
      You know, Baxter, you're a real
      cutie-pie -- yes, you are.

Bud just stands there, taking it. Fran stirs slightly, and
from her parched lips comes a low moan. Dr. Dreyfuss grabs
her by the hair, lifts her head up.

                   DR. DREYFUSS
      If you'd come home half an hour
      later, you would have had quite a
      Christmas present.

With his free hand, Dr. Dreyfuss slaps Fran viciously across
the face. Bud winces. Dreyfuss, still holding Fran by the
hair, takes a box of ammonia ampules out of his bag. He
crushes one of the ampules in his hand, passes it under her
nose. Fran tries to turn her head away. Dreyfuss slaps her
again, hard, crushes another ampule, repeats the process.

Bud is watching tensely. From the kitchen comes the whistle
of the boiling kettle, but Bud pays no attention.

                   DR. DREYFUSS
      Get the coffee.

Bud hurries into the kitchen. He turns off the gas, pours
the boiling water into the mug with the instant coffee,
stirs it. From off, come the sounds of more slapping and
some moaning. Bud carries the coffee out.

In the living room, Dr. Dreyfuss is working another ammonia
ampule under Fran's nose. Her eyes start fluttering. Dreyfuss
takes the coffee mug from Bud, forces it between Fran's
lips, pours coffee into her mouth. Fran resists
instinctively, half the coffee dribbling over her chin and
dress, but Dr. Dreyfuss keeps at it.

                   DR. DREYFUSS
      Let's get some air in here. Open
      the windows.

Bud complies promptly -- pulls up the shades, opens the
windows wide.

                   DR. DREYFUSS
             (putting the empty
             mug down)
      What's her name?

                   BUD
      Miss Kubelik -- Fran.

                   DR. DREYFUSS
             (to Fran, slowly)
      Fran, I'm a doctor. I'm here
      because you took too many sleeping
      pills. Do you understand what I'm
      saying?
             (Fran mutters something)
      Fran, I'm Dr. Dreyfuss -- I'm here
      to help you. You took all those
      sleeping pills -- remember?

                   FRAN
             (mumbling groggily)
      Sleeping pills.

                   DR. DREYFUSS
      That's right, Fran. And I'm a doctor.

                   FRAN
      Doctor.

                   DR. DREYFUSS
      Dr. Dreyfuss.

                   FRAN
      Dreyfuss.

                   DR. DREYFUSS
             (to Bud)
      Get more coffee.

Bud picks up the mug, leaves.

                   DR. DREYFUSS
             (to Fran)
      Tell me again -- what's my name?

                   FRAN
      Dr. Dreyfuss.

                   DR. DREYFUSS
      And what happened to you?

                   FRAN
      I took sleeping pills.

                   DR. DREYFUSS
      Do you know where you are, Fran?

                   FRAN
             (looking around blankly)
      No.

                   DR. DREYFUSS
      Yes, you do. Now concentrate.

                   FRAN
      I don't know.

Bud is coming back with the coffee.

                   DR. DREYFUSS
             (pointing to Bud)
      Do you know who this is?
             (Fran tries to focus)
      Look at him.

                   FRAN
      Mr. Baxter -- nineteenth floor.

                   BUD
      Hello, Miss Kubelik.

                   DR. DREYFUSS
             (to Bud)
      Mister -- Miss -- such politeness!

                   BUD
             (to Dr. Dreyfuss, discreetly)
      Well -- we work in the same
      building -- and we try to keep it
      quiet --

                   FRAN
             (to Bud, puzzled)
      What are you doing here?

Bud throws Dr. Dreyfuss a look, as if to say that Fran's
mind still wasn't functioning properly.

                   BUD
             (to Fran)
      Don't you remember? We were at the
      office party together --

                   FRAN
      Oh, yes -- office party -- Miss
      Olsen --

                   BUD
      That's right.
             (to Dr. Dreyfuss;
             improvising rapidly)
      I told you we had a fight -- that's
      what it was about -- Miss Olsen --
      you know that other girl you saw --

                   FRAN
             (still trying to
             figure out Bud's presence)
      I don't understand --

                   BUD
      It's not important, Fran -- the
      main thing is that I got here in
      time -- and you're going to be all
      right --
             (to Dr. Dreyfuss)
      -- isn't she, Doc?

                   FRAN
             (closing her eyes)
      I'm so tired --
                   DR. DREYFUSS
      Here -- drink this.

He forces her to swallow some coffee.

                   FRAN
             (pushing the mug away)
      Please -- just let me sleep.

                   DR. DREYFUSS
      You can't sleep.
             (shaking her)
      Come on, Fran -- open your eyes.
             (to Bud)
      Let's get her walking. We've got to
      keep her awake for the next couple
      of hours.

They lift her from the chair, and each draping one of her
arms over his shoulder, they start to walk her up and down
the room.

                   DR. DREYFUSS
             (urging Fran on)
      Now walk, Fran. One, two, three,
      four -- one, two, three, four --
      that's the idea -- left, right,
      left, right -- now we turn -- one,
      two, three, four --

At first, Fran's feet just drag along the floor between them.
But gradually, as Dr. Dreyfuss' voice continues droning
hypnotically, she falls into the rhythm of it, repeating the
words after him and putting her weight on her feet.

                   DR. DREYFUSS
      Left, right, left, right -- walk,
      walk, walk -- one, two, three,
      four -- turn -- left, right, left,
      right -- now you got it --

                                      DISSOLVE TO:

INT. THE APARTMENT - DAWN

Through the bedroom window comes the first faint light of
dawn. Fran has been put to bed by an exhausted Dr. Dreyfuss.
She is in her slip, and Dreyfuss is just drawing the blanket
over her. Her eyes are closed, and she is moaning fitfully.
Watching from the doorway is Bud, in shirtsleeves now, weary
and disheveled.

                   DR. DREYFUSS
      She'll sleep on and off for the
      next twenty-four hours. Of course,
      she'll have a dandy hangover when
      she wakes up --

                   BUD
      Just as long as she's okay.

                   DR. DREYFUSS
             (massaging his calves)
      These cases are harder on the
      doctor than on the patient. I ought
      to charge you by the mile.

They have now moved out into the living room, where the
overhead light and the Christmas tree bulbs are still on.

                   DR. DREYFUSS
      Any of that coffee left?

                   BUD
      Sure.

He goes into the kitchen. Dr. Dreyfuss takes a small notebook
with a fountain pen clipped to it out of his bag, sinks down
on the couch.

                   DR. DREYFUSS
      How do you spell her last name?

                   BUD
             (from kitchen)
      Kubelik -- with two k's.

                   DR. DREYFUSS
      What's her address?
             (no answer from Bud)
      Where does she live?

Bud appears from the kitchen, stirring the coffee powder in
a cup of hot water.

                   BUD
             (apprehensive)
      Why do you want to know, Doc? You
      don't have to report this, do you?

                   DR. DREYFUSS
      It's regulations.

                   BUD
             (setting the coffee down)
      She didn't mean it, Doc -- it was
      an accident -- she had a little too
      much to drink and -- she didn't
      know what she was doing -- there
      was no suicide note or anything --
      believe me, Doc, I'm not thinking
      about myself --

                   DR. DREYFUSS
             (sipping the hot coffee)
      Aren't you?

                   BUD
      It's just that she's got a family --
      and there's the people in the
      office -- look, Doc, can't you
      forget you're a doctor -- let's
      just say you're here as a neighbor --

                   DR. DREYFUSS
             (a long look at Bud)
      Well, as a doctor, I guess I can't
      prove it wasn't an accident.
             (closes notebook)
      But as your neighbor, I'd like to
      kick your keester clear around the
      block.
             (indicating coffee)
      Mind if I cool this off?

He uncaps the bottle of Scotch, pours a large slug into his
coffee.

                   BUD
      Help yourself.

                   DR. DREYFUSS
             (taking a big gulp of
             the spiked coffee)
      I don't know what you did to that
      girl in there -- and don't tell
      me -- but it was bound to happen,
      the way you carry on. Live now, pay
      later. Diner's Club!
             (another swig)
      Why don't you grow up, Baxter? Be a
      mensch! You know what that means?

                   BUD
      I'm not sure.

                   DR. DREYFUSS
      A mansch -- a human being! So you
      got off easy this time -- so you
      were lucky --

                   BUD
      Yeah, wasn't I?

                   DR. DREYFUSS
             (finishing coffee)
      But you're not out of the woods
      yet, Baxter -- because most of them
      try it again!
             (picks up bag, starts
             toward door)
      You know where I am if you need me.

He walks out, closing the door after him. Bud dejectedly
turns off the overhead light, kicks out the plug of the
Christmas tree lights, trudges into the bedroom.

Fran is fast asleep. Bud picks up her dress, gets a hanger,
drapes the dress over it, hangs it from the door. An early
morning chill has invaded the room, and Bud switches an the
electric blanket to keep Fran warm. Then he slumps into a
chair beside the bed, looks at Fran compassionately. The
light on the dial of the electric blanket glows in the
grayish room. Bud just sits there, watching Fran.

                                      FADE OUT:

FADE IN:

INT. STAIRCASE - BROWNSTONE HOUSE - DAY

Mrs. Lieberman, followed by her dog, is climbing the stairs
to Bud's apartment, puffing asthmatically. She seems quite
angry as she arrives at the door and rings the bell. There
is no answer. She starts knocking impatiently.

                   MRS. LIEBERMAN
      Mr. Baxter. Open up already!

Finally the door opens a crack, and Bud peers out. He looks
like a man who has slept in his clothes -- rumpled, bleary-
eyed, unshaven.

                   BUD
      Oh -- Mrs. Lieberman.

                   MRS. LIEBERMAN
      So who did you think it was -- Kris
      Kringle? What was going on here
      last night?

                   BUD
      Last night?

                   MRS. LIEBERMAN
      All that marching -- tramp, tramp,
      tramp -- you were having army
      maneuvers maybe?

                   BUD
      I'm sorry, Mrs. Lieberman -- and
      I'll never invite those people again.

                   MRS. LIEBERMAN
      What you get from renting to
      bachelors. All night I didn't sleep
      ten minutes -- and I'm sure you
      woke up Dr. Dreyfuss.

                   BUD
      Don't worry about Dr. Dreyfuss -- I
      happen to know he was out on a case.

                   MRS. LIEBERMAN
      I'm warning you, Mr. Baxter -- this
      is a respectable house, not a
      honky-tonky.
             (to the dog)
      Come on, Oscar.

Bud watches her start down the stairs with the dog, withdraws
into the apartment.

INT. THE APARTMENT - DAY

Bud closes the door, crosses toward the bedroom, looks
inside. Fran is asleep under the electric blanket, breathing
evenly. He tries to shut the bedroom door, but it won't
close completely because Fran's dress, on a hanger. is
hooked over the top. He goes to the phone, picks it up,
dials the operator.

                   BUD
             (his voice low)
      Operator, I want White Plains, New
      York -- Mr. J. D. Sheldrake --
             (an added thought)
      -- make it person to person.

INT. LIVING ROOM - SHELDRAKE HOUSE - DAY

The decor is split-level Early American. There is a huge
Christmas tree and a jumble of presents, open gift boxes,
and discarded wrappings.

Sheldrake and his two sons, TOMMY and JEFF JR., are squatting
on the floor, testing a Cape Canaveral set the kids got for
Christmas. Sheldrake is in a brand new dressing gown, with a
manufacturer's tag still dangling from it, and the boys are
in pajamas and astronaut's helmets. As for the Cape Canaveral
set, it is a miniature layout of block-houses, launching
pads, and assorted space-missiles. Tommy has his finger on
the button controlling one of the rockets.

                   SHELDRAKE
             (counting down)
      7-6-5-4-3-2-1 -- let her rip!

Tommy presses the button, and a spring sends the rocket
toward the ceiling. Just then, the phone in the entrance
hall starts ringing.

                   JEFF JR.
      I'll get it.

He hurries to the phone.

                   TOMMY
      Hey, Dad -- why don't we put a fly
      in the nose cone and see if we can
      bring it back alive?

                   SHELDRAKE
      It's a thought.

                   TOMMY
      Maybe we should send up two flies --
      and see if they'll propagate in
      orbit.

                   SHELDRAKE
      See if they'll what?

                   TOMMY
      Propagate -- you know, multiply --
      baby flies?

                   SHELDRAKE
      Oh -- oh!

                   JEFF JR.
             (coming back from the phone)
      It's for you, Dad. A Mr. Baxter.

                   SHELDRAKE
             (getting up)
      Baxter?

                   JEFF JR.
      Person to person.

Sheldrake heads quickly for the phone.

                   TOMMY
             (to Jeff Jr.)
      Come on -- help me round up some
      flies.

In the entrance hall, Sheldrake picks up the phone, turns
his back toward the living room, speaks in a low voice.

                   SHELDRAKE
      Hello? -- yes -- what's on your
      mind, Baxter?

BUD - ON PHONE

                   BUD
      I hate to disturb you, but something
      came up -- it's rather important --
      and I think it would be a good idea
      if you could see me -- at the
      apartment -- as soon as possible.

SHELDRAKE - ON PHONE

                   SHELDRAKE
      You're not making sense, Baxter.
      What's this all about?

BUD - ON PHONE

                   BUD
      I didn't want to tell you over the
      phone but that certain party -- you
      know who I mean -- I found her here
      last night -- she had taken an
      overdose of sleeping pills.

SHELDRAKE - ON PHONE

                   SHELDRAKE
      What?

From the stairway beyond him comes:

                   MRS. SHELDRAKE'S VOICE
      What is it, Jeff? Who's on the phone?

Sheldrake turns from the phone. Halfway down the stairs is
Mrs. Sheldrake, in a quilted house-robe.

                   SHELDRAKE
             (a nice recovery)
      One of our employees had an
      accident -- I don't know why they
      bother me with these things on
      Christmas Day.
             (into phone)
      Yes, Baxter -- just how serious is
      it?

Out of the corner of his eye, he watches Mrs. Sheldrake come
down the stairs, pass behind him on the way to the living
room.

BUD - ON PHONE

                   BUD
      Well, it was touch and go there for
      a while -- but she's sleeping it
      off now.

He glances through the half-open door toward the sleeping
Fran.

                   BUD
      I thought maybe you'd like to be
      here when she wakes up.

SHELDRAKE - ON PHONE

                   SHELDRAKE
      That's impossible.
             (an apprehensive look
             toward the living room)
      You'll have to handle this situation
      yourself -- as a matter of fact,
      I'm counting on you --

INT. THE APARTMENT - DAY

                   BUD
             (into phone)
      Yes, sir -- I understand.
             (taking Fran's letter
             out of his pocket)
      She left a note -- you want me to
      open it and read it to you?
             (a beat)
      Well, it was just a suggestion --
      no, you don't have to worry about
      that, Mr. Sheldrake -- I kept your
      name out of it so there'll be no
      trouble, police-wise or newspaper-
      wise --

As Bud continues talking on the phone, Fran, in the bedroom,
opens her eyes, looks around vaguely, trying to figure out
where she is. She sits up in bed, winces, holds her head in
her hands -- she has a fierce hangover.

                   BUD
             (into phone)
      -- you see, the doctor, he's a
      friend of mine -- we were very
      lucky in that respect -- actually,
      he thinks she's my girl -- no, he
      just jumped to the conclusion --
      around here, I'm known as quite a
      ladies' man --

In the bedroom Fran, becoming aware of Bud's voice, crawls
out of bed and holding on to the furniture, moves unsteadily
toward the living room door.

                   BUD
             (into phone)
      -- of course, we're not out of the
      woods yet -- sometimes they try it
      again -- yes sir, I'll do my
      best -- it looks like it'll be a
      couple of days before she's fully
      recovered, and I may have a little
      problem with the landlady --

Behind him, Fran appears in the bedroom doorway, barefooted
and in her slip. She leans groggily against the door post,
trying to focus on Bud and to concentrate on what he's saying.

                   BUD
             (into phone)
      -- all right, Mr. Sheldrake, I'll
      keep her in my apartment as long as
      I can -- any sort of message you
      want me to give her? -- well, I'll
      think of something -- goodbye, Mr.
      Sheldrake.

He hangs up the phone slowly.

                   FRAN
             (weakly)
      I'm sorry.

Bud turns around, sees her standing there on rubbery legs.

                   FRAN
      I'm sorry, Mr. Baxter.

                   BUD
      Miss Kubelik --
             (hurries toward her)
      -- you shouldn't be out of bed.

                   FRAN
      I didn't know -- I had no idea this
      was your apartment --

                   BUD
             (putting his arm
             around her)
      Let me help you.

He leads her back into the bedroom.

                   FRAN
      I'm so ashamed. Why didn't you just
      let me die?

                   BUD
      What kind of talk is that?
             (he lowers her onto
             the bed)
      So you got a little over-
      emotional -- but you're fine now.

                   FRAN
             (a groan)
      My head -- it feels like a big wad
      of chewing gum. What time is it?

                   BUD
      Two o'clock.

                   FRAN
             (struggling to her feet)
      Where's my dress? I have to go home.

Her knees buckle. Bud catches her.

                   BUD
      You're in no condition to go
      anywhere -- except back to bed.

                   FRAN
      You don't want me here --

                   BUD
      Sure I do. It's always nice to have
      company for Christmas.

He tries to put her back to bed. Fran resists.

                   BUD
      Miss Kubelik, I'm stronger than you
      are --

                   FRAN
      I just want to go brush my teeth --

                   BUD
      Oh -- of course. I think there's a
      new toothbrush somewhere.

He crosses to the bathroom, takes a plaid robe off the hook
on the back of the door, hands it to Fran.

                   BUD
      Here -- put this on.

In the bathroom, he finds an unused toothbrush in a plastic
container. His eyes fall on his safety razor. With a glance
toward the bedroom, he unscrews the razor, removes the
blade, drops it in his shirt pocket. Then he empties the
blades from the dispenser, puts those in his pocket. Now he
notices a bottle of iodine on the medicine shelf, stashes
that in another pocket, just as Fran appears in the doorway
wearing the robe.

                   BUD
             (handing her the toothbrush)
      Here. How about some breakfast?

                   FRAN
      No -- I don't want anything.

                   BUD
      I'll fix you some coffee.

He crosses the bedroom, heading for the kitchen, stops.

                   BUD
      Oh -- we're all out of coffee --
      you had quite a lot of it last
      night --

He thinks for a moment, hurries toward the hall door.

INT. SECOND FLOOR LANDING - DAY

Bud comes out of his apartment, leaving the door half open,
heads for the Dreyfuss apartment. He rings the bell, peers
down over the banister to make sure Mrs. Lieberman isn't
snooping around. Mrs. Dreyfuss opens the door.

                   BUD
      Mrs. Dreyfuss, can I borrow some
      coffee -- and maybe an orange and a
      couple of eggs?

                   MRS. DREYFUSS
             (contemptuously)
      Eggs he asks me for. Oranges. What
      you need is a good horse-whipping.

                   BUD
      Ma'am?

                   MRS. DREYFUSS
      From me the doctor has no secrets.
      Poor girl -- how could you do a
      thing like that?

                   BUD
      I didn't really do anything --
      honest -- I mean, you take a girl
      out a couple of times a week --
      just for laughs -- and right away
      she thinks you're serious --
      marriage-wise.

                   MRS. DREYFUSS
      Big shot! For you, I wouldn't lift
      a finger -- but for her, I'll fix a
      little something to eat.

She slams the door in his face, Bud starts back to his
apartment.

INT. THE APARTMENT - DAY

Fran enters shakily from the bedroom, looks around for the
phone, locates it, picks it up. As she starts dialing, Bud
comes in from the hall.

                   BUD
      Who are you calling, Miss Kubelik?

                   FRAN
      My sister -- she'll want to know
      what happened to me.

                   BUD
             (alarmed)
      Wait a minute -- let's talk this
      over first.
             (hurries up to her,
             takes the receiver away)
      Just what are you going to tell her?

                   FRAN
      Well, I haven't figured it out,
      exactly.

                   BUD
      You better figure it out -- exactly.
      Suppose she asks you why you didn't
      come home last night?

                   FRAN
      I'll tell her I spent the night
      with a friend.

                   BUD
      Who?

                   FRAN
      Someone from the office.

                   BUD
      And where are you now?

                   FRAN
      In his apartment.

                   BUD
      His apartment?

                   FRAN
      I mean -- her apartment.

                   BUD
      What's your friend's name?

                   FRAN
      Baxter.

                   BUD
      What's her first name?

                   FRAN
      Miss.
             (she is impressed
             with her own cleverness)


                   BUD
      When are you coming home?

                   FRAN
      As soon as I can walk.

                   BUD
      Something wrong with your legs?

                   FRAN
      No -- it's my stomach.

                   BUD
      Your stomach?

                   FRAN
      They had to pump it out.

                   BUD
             (hanging up the phone)
      Miss Kubelik, I don't think you
      ought to call anybody -- not till
      that chewing gum is out of your
      head.
             (leads her into bedroom)


                   FRAN
      But they'll be worried about me --
      my brother-in-law may be calling
      the police --

                   BUD
      That's why we have to be careful --
      we don't want to involve anybody --
      after all, Mr. Sheldrake is a
      married man --

                   FRAN
      Thanks for reminding me.

She pulls away from him, starts to get into bed.

                   BUD
             (contritely)
      I didn't mean it that way -- I was
      just talking to him on the phone --
      he's very concerned about you.

                   FRAN
      He doesn't give a damn about me.

                   BUD
      Oh, you're wrong. He told me --

                   FRAN
      He's a liar. But that's not the
      worst part of it -- the worst part
      is -- I still love him.

The doorbell rings.

                   BUD
      Must be Mrs. Dreyfuss --
             (starts into living room)
      -- remember the doctor -- from last
      night -- that's his wife.

He opens the hall door. Mrs. Dreyfuss brushes past him with
a tray full of food.

                   MRS. DREYFUSS
      So where is the victim?
             (Bud indicates the bedroom)
      Max the Knife!

She sweeps into the bedroom, Bud tagging along.

                   MRS. DREYFUSS
             (to Fran)
      Nu, little lady, how are we feeling
      today?

                   FRAN
      I don't know -- kind of dizzy.

                   MRS. DREYFUSS
      Here. The best thing for dizzy is a
      little noodle soup with chicken --
      white meat -- and a glass tea.

She sets the tray down on Fran's lap.

                   FRAN
      Thank you. I'm really not hungry.

                   MRS. DREYFUSS
      Go ahead! Eat! Enjoy!

She hands her the soup spoon, turns to Bud.

                   MRS. DREYFUSS
      You wouldn't have such a thing as a
      napkin, would you?

                   BUD
      Well, I have some paper towels --

                   MRS. DREYFUSS
      Beatnik! Go to my kitchen -- third
      drawer, under the good silver,
      there is napkins.

                   BUD
      Yes, Mrs. Dreyfuss.
He starts out with a worried backward glance toward the two.
Fran is just sitting there, the spoon in her hand, not
touching the soup.

                   MRS. DREYFUSS
      So what are you waiting for -- a
      singing commercial?

                   FRAN
      I can't eat.

Mrs. Dreyfuss takes the spoon from her, starts to feed her.

                   MRS. DREYFUSS
      You must eat -- and you must get
      healthy -- and you must forget him.
      Such a fine boy he seemed when he
      first moved in here -- clean and
      cut -- a regular Ivy Leaguer. Turns
      out he is King Farouk. Mit the
      drinking -- mit the cha cha -- mit
      the no napkins. A girl like you,
      for the rest of your life you want
      to cry in your noodle soup? Who
      needs it! You listen to me, you
      find yourself a nice, substantial
      man -- a widower maybe -- and
      settle down -- instead of nashing
      all those sleeping pills -- for
      what, for whom? -- for some Good
      Time Charlie?
             (sees Bud approaching
             with napkin)
      Sssh!

                   BUD
             (gaily)
      One napkin, coming up.
             (hands it to Fran)
      I wish we had some champagne to
      wrap it around.

                   MRS. DREYFUSS
             (to Fran)
      What did I tell you?

                   BUD
             (uncomfortable)
      Look, Mrs. Dreyfuss, you don't have
      to wait around. I'll wash the
      dishes and --

                   MRS. DREYFUSS
      You wash 'em, you break 'em. I'll
      come back for them later.
             (to Fran)
      If he makes trouble, give me a yell.

She exits.

                   FRAN
      She doesn't seem to like you very
      much.

                   BUD
      Oh, I don't mind. As a matter of
      fact, I'm sort of flattered -- that
      anybody should think a girl like
      you -- would do a thing like
      this -- over a guy like me.

                   FRAN
             (glancing at night table)
      Oh. Did you find something here --
      an envelope -- ?

                   BUD
      Yes, I've got it.
             (takes envelope out
             of back pocket)
      Don't you think we'd better destroy
      it? So it won't fall into the wrong
      hands -- ?

                   FRAN
      Open it.

Bud tears open the envelope, takes out Sheldrake's hundred
dollars.

                   BUD
      There's nothing here but a hundred
      dollar bill.

                   FRAN
      That's right. Will you see that Mr.
      Sheldrake gets it?

                   BUD
             (shrugging)
      Sure.

He puts the money in his pocket.

                   FRAN
             (holding out tray)
      Here -- take this, will you?

Bud relieves her of the tray, sets it down.

                   BUD
      You want me to move the television
      set in here?
             (Fran shakes her head)
      You play gin rummy?

                   FRAN
      I'm not very good at it.

                   BUD
      I am. Let me get the cards.

                   FRAN
      You don't have to entertain me.

Bud opens the bureau drawer, takes out a deck of cards, a
score pad, and a pencil.

                   BUD
      Nothing I'd like better -- you know
      togetherness. Guess what I did last
      Christmas. Had an early dinner at
      the automat, then went to the zoo,
      then I came home and cleaned up
      after Mr. Eichelberger -- he had a
      little eggnog party here. I'm way
      ahead this year.

He pulls a chair up to the bed, starts to shuffle the cards.

                   BUD
      Three across, spades double, high
      deals.
             (they cut)
      Eight -- ten.
             (he starts to deal)


                   FRAN
             (pensively)
      I think I'm going to give it all up.

                   BUD
      Give what up?

                   FRAN
      Why do people have to love people,
      anyway?

                   BUD
      Yeah -- I know what you mean.
             (flips over down card)
      Queen.

                   FRAN
      I don't want it.

                   BUD
      Pick a card.

She does, and they start playing.

                   FRAN
      What do you call it when somebody
      keeps getting smashed up in
      automobile accidents?

                   BUD
      A bad insurance risk?

                   FRAN
             (nodding)
      That's me with men. I've been
      jinxed from the word go -- first
      time I was ever kissed was in a
      cemetery.

                   BUD
      A cemetery?

                   FRAN
      I was fifteen -- we used to go
      there to smoke. His name was
      George -- he threw me over for a
      drum majorette.

                   BUD
      Gin.

He spreads his hand. Fran lays her cards down, and Bud adds
them up.

                   BUD
      Thirty-six and twenty-five --
      that's sixty-one and two boxes.
             (enters score on pad)


                   FRAN
      I just have this talent for falling
      in love with the wrong guy in the
      wrong place at the wrong time.
                   BUD
             (shuffling)
      How many guys were there?

                   FRAN
             (holding up four fingers)
      Three. The last one was manager of
      a finance company, back home in
      Pittsburgh -- they found a little
      shortage in his accounts, but he
      asked me to wait for him -- he'll
      be out in 1965.

                   BUD
             (pushing the deck
             toward her)
      Cut.

                   FRAN
             (she does, and he
             starts dealing)
      So I came to New York and moved in
      with my sister and her husband --
      he drives a cab. They sent me to
      secretarial school, and I applied
      for a job with Consolidated - but I
      flunked the typing test --

                   BUD
      Too slow?

                   FRAN
      Oh. I can type up a storm, but I
      can't spell. So they gave me a pair
      of white gloves and stuck me in an
      elevator -- that's how I met
      Jeff --
             (her eyes mist up,
             and she puts her
             cards down)
      Oh, God, I'm so fouled up. What am
      I going to do now?

                   BUD
      You better win a hand -- you're on
      a blitz.

                   FRAN
      Was he really upset when you told
      him?

                   BUD
      Mr. Sheldrake? Oh, yes. Very.

                   FRAN
      Maybe he does love me -- only he
      doesn't have the nerve to tell his
      wife.

                   BUD
      I'm sure that's the explanation.

                   FRAN
      You really think so?

                   BUD
      No doubt about it.

                   FRAN
             (a thoughtful beat, then)
      Can I have that pad and the pencil?

                   BUD
             (handing her score
             pad and pencil)
      What for?

                   FRAN
      I'm going to write a letter to Mrs.
      Sheldrake.

                   BUD
      You are?

                   FRAN
      As one woman to another -- I'm sure
      she'll understand --

                   BUD
      Miss Kubelik, I don't think that's
      such a good idea.

He gently takes the pad and pencil away from her.

                   FRAN
      Why not?

                   BUD
      Well, for one thing, you can't
      spell. And secondly -- if you did
      something like that -- you'd hate
      yourself.

                   FRAN
             (fighting back tears)
      I don't like myself very much anyway.

                   BUD
      Pick up your cards and let's go.

                   FRAN
      Do I have to?

                   BUD
      You bet. I got a terrific hand.

Fran, her eyes drooping sleepily, picks up her cards, makes
a discard.

                   BUD
      You sure you want to throw that card?

                   FRAN
      Sure.

                   BUD
      Gin.

He removes the cards from her hand, starts to add them up.

                   BUD
      Fifty-two and twenty-five -- that's
      seventy-seven -- spades is double --
      a hundred and fifty-four -- and
      four boxes -- you're blitzed in two
      games.

He enters the score on the pad. As he starts to shuffle
again, he notices that Fran has slid down on the pillow, and
that her eyes are closed -- she is asleep.

Bud rises, adjusts the blanket over her. He stands there
looking at her for a moment, runs his hand over his chin.
Realizing he needs a shave, he crosses to the bathroom.

In the bathroom, Bud washes his face, squirts some shaving
cream into his hand, starts to apply it.

EXT. BROWNSTONE HOUSE - DAY

A Volkswagen draws up to the curb in front of the house.
Kirkeby gets out on the street side, Sylvia squeezes herself
out through the other door. Kirkeby raises the front hood of
the Volkswagen, reaches into the luggage compartment, takes
out a cardboard bucket with a bottle of champagne on ice.
Together, he and Sylvia start up the steps of the house,
Sylvia already cha cha-ing in anticipation.

INT. APARTMENT - DAY

In the bathroom, Bud has just finished lathering his face
when the doorbell rings. He starts into the bedroom.

                   BUD
             (muttering to himself)
      All right -- all right, Mrs.
      Dreyfuss.

He glances at the sleeping Fran, picks up the tray, carries
it into the living room, pulling the bedroom door closed
behind him. But it doesn't shut completely, because of
Fran's dress hooked over the top.

Bud crosses to the hall door, opens it. Outside are Kirkeby,
with the champagne bucket, and Sylvia.

                   KIRKEBY
      Hi, Baxter.

                   BUD
             (blocking the door)
      What do you want?

                   KIRKEBY
      What do I -- ?
             (to Sylvia)
      Just a minute.

He pushes his way into the apartment past Bud.

                   BUD
      You can't come in.

                   KIRKEBY
             (closing the door
             behind him)
      What's the matter with you, Buddy-
      boy? I made a reservation for four
      o'clock, remember?

He heads for the coffee table, sets the champagne down. Bud
shoots a quick glance toward the bedroom door, gets rid of
the tray.

                   BUD
      Look, you can't stay here. Just
      take your champagne and go.

                   KIRKEBY
      Baxter, I don't want to pull rank
      on you -- but I told the lady it
      was all set -- you want to make a
      liar out of me?

                   BUD
      Are you going to leave, Mr. Kirkeby,
      or do I have to throw you out?

As Bud spins him around, Kirkeby notices the dress on the
bedroom door.

                   KIRKEBY
      Buddy-boy, why didn't you say so?
             (indicating dress)
      You got yourself a little playmate,
      huh?

                   BUD
      Now will you get out?

INT. SECOND FLOOR LANDING - DAY

Outside the door of Bud's apartment, Sylvia is cha cha-ing
impatiently. Up the stairs comes Dr. Dreyfuss, in his
overcoat and carrying his medical bag.

                   SYLVIA
             (knocking on the door)
      Hey, come on, what are we waiting
      for? Open up, will you?

She continues cha-cha-ing. Dr. Dreyfuss has unlocked the
door to his apartment, and is watching Sylvia, appalled by
the fact that Baxter seems to be at it again. He starts
inside.

                   DR. DREYFUSS
             (calling)
      Mildred --  !

He shuts the door behind him.

                   SYLVIA
             (knocking on Baxter's door)
      What's holding things up?

INT. APARTMENT - DAY

Kirkeby looks toward the door in response to Sylvia's
knocking.

                   KIRKEBY
      Say, why don't we have ourselves a
      party -- the four of us?

                   BUD
      No!

He forces Kirkeby toward the hall door. Kirkeby, glancing
past him through the partly-open door of the bedroom,
catches sight of Fran asleep in bed.

                   KIRKEBY
             (grinning smugly)
      Well, I don't blame you. So you hit
      the jackpot, eh kid -- I mean,
      Kubelik-wise?
             (Bud opens the door,
             gestures him out)
      Don't worry. I won't say a word to
      anybody.

INT. SECOND FLOOR LANDING - DAY

Kirkeby comes backing out the door of Bud's apartment, minus
the champagne bucket.

                   KIRKEBY
      Stay with it, Buddy-boy!
             (Bud shuts the door
             on him)
      Come on, Sylvia.

                   SYLVIA
      What gives?

                   KIRKEBY
      A little mixup in signals. Let's go.

                   SYLVIA
      Go where?

                   KIRKEBY
             (leading her toward stairs)
      What's your mother doing this
      afternoon?

                   SYLVIA
      She's home -- stuffing a turkey.

                   KIRKEBY
      Why don't we send her to a movie --
      like Ben-Hur?

                   SYLVIA
      That's fine. But what are we going
      to do about grandma and Uncle
      Herman and Aunt Sophie and my two
      nieces --

INT. APARTMENT - DAY

Bud comes into the bedroom. As he heads for the bathroom,
Fran stirs slightly, opens her eyes.

                   FRAN
      Who was that?

                   BUD
      Just somebody delivering a bottle
      of champagne. Like some?

                   FRAN
             (shaking her head)
      Would you mind opening the window?

She turns off the electric blanket as Bud crosses to the
window, pushes it up. Then a thought strikes him, and he
looks at Fran suspiciously.

                   BUD
      Now don't go getting any ideas,
      Miss Kubelik.

                   FRAN
      I just want some fresh air.

                   BUD
      It's only one story down -- the
      best you can do is break a leg.

                   FRAN
      So they'll shoot me -- like a horse.

                   BUD
             (approaching the bed)
      Please, Miss Kubelik, you got to
      promise me you won't do anything
      foolish.

                   FRAN
      Who'd care?

                   BUD
      I would.

                   FRAN
             (sleepily)
      Why can't I ever fall in love with
      somebody nice like you?

                   BUD
             (ruefully)
      Yeah. Well -- that's the way it
      crumbles, cookie-wise. Go to sleep.

Fran closes her eyes. Bud returns to the bathroom, picks up
his razor, starts to shave. But something seems to be wrong
with the razor -- and unscrewing it, he realizes that there
is no blade. Sheepishly, he takes out the blade he hid in
his shirt pocket, inserts it in his razor, screws it shut.
Then he resumes shaving.

                                      FADE OUT:

FADE IN:

INT. SHELDRAKE'S ANTEROOM - DAY

It is the morning after Christmas, and Miss Olsen and the
other girls are just settling down to work. Sheldrake, in
hat and coat, approaches from the elevators, comes through
the glass doors.

                   SECRETARIES
             (ad lib)
      Good morning, Mr. Sheldrake.

                   SHELDRAKE
             (ignoring them)
      Miss Olsen, will you come into my
      office, please?

He strides into the inner office. Miss Olsen picks up her
stenographic pad, follows him in.

INT. SHELDRAKE'S OFFICE - DAY

Sheldrake is removing his hat and coat as Miss Olsen comes
in, shuts the door behind her.

                   MISS OLSEN
      Did you have a nice Christmas?

                   SHELDRAKE
      Lovely. You were a big help.

                   MISS OLSEN
      Me?
                   SHELDRAKE
      Thank you for giving that little
      pep talk to Miss Kubelik at the
      office party.

                   MISS OLSEN
             (dropping her
             business-like mask)
      I'm sorry, Jeff. You know I could
      never hold my liquor --

                   SHELDRAKE
      But I thought you could hold your
      tongue.

                   MISS OLSEN
      It won't happen again.

                   SHELDRAKE
      You bet it won't. I'll arrange for
      you to get a month's severance
      pay --
             (she looks at him, uncomprehending)
      That's right, Miss Olsen. I'm
      letting you go.

                   MISS OLSEN
             (quietly)
      You let me go four years ago, Jeff.
      Only you were cruel enough to make
      me sit out there and watch the new
      models pass by.

                   SHELDRAKE
      I'd appreciate it if you'd be out
      of here as soon as you can.

                   MISS OLSEN
             (formal again)
      Yes, Mr. Sheldrake.

She turns and walks out of the office, shutting the door.
Sheldrake looks after her for a moment, then goes to his
desk, picks up the phone, dials the operator.

                   SHELDRAKE
             (into phone)
      This is Mr. Sheldrake. I'd like Mr.
      Baxter's home telephone number --
      that's C.C. Baxter, in Ordinary
      Premium Accounting --

INT. SHELDRAKE'S ANTEROOM - DAY

Miss Olsen has put on her coat, and is going through her
desk drawers, cleaning out her personal belongings -- nail
polish, emery boards, an extra pair of glasses, etc. As she
stows them away in her handbag, one of the buttons on the
telephone lights up. Miss Olsen hesitates for a second, then
with a quick look around, she pushes the button down,
carefully picks up the receiver, listens in.

INT. SHELDRAKE'S OFFICE - DAY

Sheldrake is dialing the last two digits of a telephone
number. After a moment, someone answers.

                   SHELDRAKE
      Hello, Baxter? Jeff Sheldrake. Can
      you talk?

INT. THE APARTMENT - DAY

Bud, wearing slacks, a shirt open at the neck, and a cardigan
sweater, is at the phone. A pillow and a blanket on the
living room couch indicate where he spent the night.

                   BUD
             (looking off)
      Yes, she's in the shower -- she's
      coming along fine, considering.

SHELDRAKE - ON PHONE

                   SHELDRAKE
      Good. Is there anything you need --
      money -- ?

BUD - ON PHONE

                   BUD
      No, thank you, Mr. Sheldrake. As a
      matter of fact, I've got some money
      for you -- a hundred dollars --

SHELDRAKE - ON PHONE

                   SHELDRAKE
      Oh.
             (a beat)
      Well, if there's anything I can do
      for you --

BUD - ON PHONE

                   BUD
      For me? I don't think so. But I was
      hoping maybe you could do something
      for her --

SHELDRAKE - ON PHONE

                   SHELDRAKE
      Like what? Put yourself in my
      place, Baxter -- how can I help
      her -- my hands are tied --

INT. APARTMENT - DAY

Fran now appears in the bedroom, wearing the plaid robe, and
toweling her damp hair.

                   BUD
             (into phone)
      Well, at least you can talk to
      her -- let me put her on -- and
      please be gentle --

He puts the receiver down, crosses toward the bedroom door.

                   BUD
      There's a call for you --

                   FRAN
             (approaching)
      For me?

                   BUD
      -- Mr. Sheldrake.

                   FRAN
      I don't want to talk to him.

                   BUD
      I think you should. I have to run
      down to the grocery anyway -- all
      that's left around here is one
      frozen pizza --
             (takes raincoat and
             old hat from hanger)
      I'll be right back -- okay?

Fran nods, watches him go out. Then she glances toward the
phone, which is off the hook. Reluctantly she advances
toward it, picks it up.

                   FRAN
             (into phone)
      Hello, Jeff.
             (a long beat)
      Yes, I'm all right.

SHELDRAKE - ON PHONE

                   SHELDRAKE
      Fran, why did you do it? It's so
      childish -- and it never solves
      anything -- I ought to be very
      angry with you, scaring me like
      that -- but let's forget the whole
      thing -- pretend it never
      happened -- what do you say, Fran?
             (no answer)
      Fran --

INT. SHELDRAKE'S ANTEROOM

Miss Olsen, glued to the phone, is listening intently.

SHELDRAKE - ON PHONE

                   SHELDRAKE
      Are you there, Fran?

FRAN - ON PHONE

                   FRAN
      Of course I'm not here -- because
      the whole thing never happened -- I
      never took those pills -- I never
      loved you -- we never even met --
      isn't that the way you want it?

SHELDRAKE - ON PHONE

                   SHELDRAKE
      There you go again -- you know I
      didn't mean it that way, Fran. Just
      get well -- do what the nurse tells
      you -- I mean Baxter -- and I'll
      see you as soon as I can. Bye, Fran.
             (he hangs up)


INT. SHELDRAKE'S ANTEROOM - DAY

Miss Olsen hangs up the phone, sits there for a moment,
weighing what she has overheard. Then she makes a decision,
picks up the phone again, dials a number. As she waits for
an answer, she glances toward Sheldrake's office.
                   MISS OLSEN
             (into phone)
      Hello, Mrs. Sheldrake? This is Miss
      Olsen -- fine, thank you -- Mrs.
      Sheldrake, I was wondering if we
      could have lunch together? -- well,
      I don't know how important it is,
      but I think you might find it
      educational -- it concerns your
      husband -- all right, one o'clock,
      at Longchamp's, Madison and 59th.

She looks up as the door to the inner office opens and
Sheldrake comes out. He stops when he sees that Miss Olsen
is still there.

                   MISS OLSEN
             (hanging up phone)
      Don't worry, I'm on my way.
             (she rises)
      I was just making a personal call.

She opens her handbag, takes out a coin, puts it down on the
desk.

                   MISS OLSEN
      Here's a dime.

She marches out through the glass doors toward the elevators
as Sheldrake stands there, watching her.

                                      DISSOLVE TO:

EXT. BROWNSTONE HOUSE - DAY

Bud comes down the street, carrying a large brown paper bag
overflowing with groceries. He goes up the steps of the
house and through the front door.

INT. STAIRCASE AND SECOND FLOOR LANDING - DAY

As Bud starts up the stairs, with the groceries, Mrs.
Lieberman comes hurrying down toward him.

                   MRS. LIEBERMAN
             (breathlessly)
      Oh, Mr. Baxter -- I'm glad you're
      here -- I was just going to get the
      passkey.

                   BUD
      What for?

                   MRS. LIEBERMAN
      I thought I smelled gas coming from
      your apartment.

                   BUD
      Gas?

He races up the stairs two at a time, fumbling frantically
for his key. Reaching the door of his apartment, he unlocks
it, dashes in.

INT. THE APARTMENT - DAY

Bud comes bursting through the door. The living room is
empty, and the bedclothes have been removed from the couch.

                   BUD
             (calling)
      Miss Kubelik!

He dumps the bag of groceries on a table, rushes into the
kitchen. The burner has been turned on under the kettle, but
there is no flame, and gas is hissing from the vents. Bud
snaps it off, starts out again.

                   BUD
      Miss Kubelik!

Meanwhile Fran has appeared from the bathroom, and is
approaching the bedroom door. She is still in her robe, and
is holding a double sock-stretcher with one of Bud's socks
on it. Bud, rounding the corner from the kitchen at full
speed, collides with Fran in the bedroom doorway. He grabs
her arms with obvious relief.

                   BUD
      Are you all right?

                   FRAN
      Sure.
             (sniffs)
      What's that funny smell?

                   BUD
      Gas.
             (indicating kitchen)
      Didn't you turn it on?

                   FRAN
      Yes. I was boiling some water to
      get the coffee stains out of my
      dress.

                   BUD
             (accusingly)
      You turned it on -- but you didn't
      light it.

                   FRAN
      Are you supposed to?

                   BUD
      In this house, you're supposed to.

                   FRAN
      Oh.

Bud starts to take off his hat and coat, notices the sock-
stretcher in her hand.

                   BUD
      What are you doing with that?

                   FRAN
      I was washing my stockings, so I
      decided I might as well do your
      socks.

                   BUD
      Thank you.

                   FRAN
      It's very curious -- I could only
      find three and a half pair.

                   BUD
      Well, things are a little
      disorganized around here.

He carries the bag of groceries into the kitchen, Fran
trailing after him. During the following, he removes the
contents of the bag -- bread, eggs, bacon, spaghetti, ground
round, frankfurters, and assorted canned goods -- sets them
out on the drainboard.

                   FRAN
      I'd say. What's a tennis racquet
      doing in the kitchen?

She produces the racquet from behind the stove.

                   BUD
      Tennis racquet? Oh, I remember -- I
      was cooking myself an Italian
      dinner.
             (Fran looks at him oddly)
      I used it to strain the spaghetti.
                   FRAN
             (thinking it over)
      Why not?

                   BUD
      As a matter of fact, I'm a pretty
      good cook -- but I'm a lousy
      housekeeper.

                   FRAN
      Yes, you are,
             (indicating the
             living room)
      When I was straightening up the
      couch, you know what I found? Six
      hairpins, a lipstick, a pair of
      false eyelashes, and a swizzle
      stick from the Stork Club.

                   BUD
             (shrugging)
      It's just that I'm the kind of guy
      who can't say no -- I don't mean to
      girls -- I mean --

                   FRAN
      You mean to someone like Mr.
      Sheldrake.

                   BUD
      I guess so.

                   FRAN
      I know so. He's a taker.

                   BUD
      A what?

                   FRAN
      Some people take, some people get
      took -- and they know they're
      getting took -- and there's nothing
      they can do about it.

                   BUD
      I wouldn't say that --
             (trying to change the subject)
      What would you like to have for
      diner? There's onion soup and
      canned asparagus --

                   FRAN
      I really ought to be getting home.
      My family will be flipping by now.

She starts into the living room. Bud follows her.

                   BUD
      You can't leave yet. The doctor
      says it takes forty-eight hours to
      get the stuff out of your system.

                   FRAN
             (wistfully)
      I wonder how long it takes to get
      someone you're stuck on out of your
      system? If they'd only invent some
      kind of a pump for that --

She sits on the arm of a chair.

                   BUD
      I know how you feel, Miss Kubelik.
      You think it's the end of the
      world -- but it's not, really. I
      went through exactly the same thing
      myself.

                   FRAN
      You did?

                   BUD
      Well, maybe not exactly -- I tried
      to do it with a gun.

                   FRAN
      Over a girl?

                   BUD
      Worse than that -- she was the wife
      of my best friend -- and I was mad
      for her. But I knew it was
      hopeless -- so I decided to end it
      all. I went to a pawnshop and
      bought a forty-five automatic and
      drove up to Eden Park -- do you
      know Cincinnati?

                   FRAN
      No, I don't.

                   BUD
      Anyway, I parked the car and loaded
      the gun -- well, you read in the
      papers all the time that people
      shoot themselves, but believe me,
      it's not that easy -- I mean, how
      do you do it? -- here, or here, or
      here --
             (with cocked finger,
             he points to his
             temple, mouth and chest)
      -- you know where I finally shot
      myself?

                   FRAN
      Where?

                   BUD
             (indicating kneecap)
      Here.

                   FRAN
      In the knee?

                   BUD
      Uh-huh. While I was sitting there,
      trying to make my mind up, a cop
      stuck his head in the car, because
      I was illegally parked -- so I
      started to hide the gun under the
      seat and it went off -- pow!

                   FRAN
             (laughing)
      That's terrible.

                   BUD
      Yeah. Took me a year before I could
      bend my knee -- but I got over the
      girl in three weeks. She still
      lives in Cincinnati, has four kids,
      gained twenty pounds -- she sends
      me a fruit cake every Christmas.

                   FRAN
             (suddenly suspicious)
      Are you just making that up to make
      me feel better?

                   BUD
      Of course not. Here's the fruit
      cake.
             (shows it to her
             under Christmas tree)
      And you want to see my knee?
             (starts to raise
             pant-leg)


                   FRAN
      No, thanks. The fellows in the
      office may get the wrong idea how I
      found out.

                   BUD
      So let 'em. Look, I'm going to cook
      dinner for us. We'll have the fruit
      cake for dessert. You just sit
      there and rest. You've done enough
      for one day.

                   FRAN
             (smiling)
      Yes, nurse.

Bud starts happily into the kitchen.

                                      DISSOLVE TO:

INT. LOBBY INSURANCE BUILDING - DAY

It is mid-afternoon, and traffic is light. A Yellow Cab has
pulled up in front of the entrance, and the driver, a
stockily-built young man in a leather jacket and cap, gets
out and comes through the revolving doors into the lobby.
His name is KARL MATUSCHKA, and he is Fran's brother-in-law.
As he cases the elevators, the starter comes up to him.

                   ELEVATOR STARTER
      Can I help you?

                   MATUSCHKA
      I'm looking for one of the elevator
      girls -- Miss Kubelik.

                   ELEVATOR STARTER
      So am I. She didn't report this
      morning.

                   MATUSCHKA
      She didn't. Where can I get some
      information -- who's in charge here?
                   ELEVATOR STARTER
      That comes under General Office
      Administration. See Mr. Dobisch,
      twenty-first floor.

                   MATUSCHKA
      Thanks.

He steps into an elevator, the doors of which are just
closing.

INT. DOBISCH'S OFFICE - DAY

Dobisch is sitting behind his desk, lighting a cigar.
Kirkeby, who has dropped in for a little visit, is perched
on the edge of the desk.

                   KIRKEBY
      -- so yesterday afternoon I take
      Sylvia up to the apartment, and
      guess who he's got stashed away in
      the bedroom?

                   DOBISCH
      Who?

                   KIRKEBY
      Kubelik.

                   DOBISCH
      No kidding. Buddy-boy and Kubelik
      having themselves a little toot!

                   KIRKEBY
      Toot? It's more like a lost weekend.
      Neither of them showed up for work
      today.

                   DOBISCH
      A.W.O.L.?

                   KIRKEBY
      What gripes me is the two of them
      were guzzling my champagne while
      Sylvia and I wound up at the
      Guggenheim Museum.

The glass door opens and Matuschka comes in.

                   MATUSCHKA
      Mr. Dobisch?

                   DOBISCH
      Yeah.

                   MATUSCHKA
      My name is Karl Matuschka -- my
      sister-in-law, she runs one of the
      elevators here -- Fran Kubelik.

                   KIRKEBY
             (exchanging a glance
             with Dobisch)
      Miss Kubelik?

                   MATUSCHKA
      You know her?

                   DOBISCH
      Of course. There may be a lot of
      employees here -- but we're one big
      happy family.

                   MATUSCHKA
      Well, she lives with us -- and my
      wife, she's getting a little
      nervous -- on account of Fran
      hasn't been home for two days.

                   KIRKEBY
             (another look at Dobisch)
      That so.

                   MATUSCHKA
      Anyway, we was wondering if somebody
      in the office would know what
      happened to her.

                   DOBISCH
      I see.
             (to Kirkeby)
      What do you think, Al? Can we help
      the man?

                   KIRKEBY
             (after a pregnant pause)
      Why not? We don't owe Buddy-boy
      anything.

                   DOBISCH
      Yeah. What's Buddy-boy done for us
      lately?

                   MATUSCHKA
             (scowling)
      Who is Buddy-boy?

                                      DISSOLVE TO:

INT. THE APARTMENT - EVENING

Buddy-boy is bending over a hot stove, preparing an Italian
dinner. He takes a saucepan of spaghetti off the fire, and
picking up the tennis racquet with the other hand, pours the
spaghetti on top of the racquet strings. Then he turns on
the faucet, runs water over the spaghetti. With the combined
technique of Brillat-Savarin and Pancho Gonzales, he gently
agitates the racquet, letting the water drain off the
spaghetti. As he works, he hums a theme from Tschaikowsky's
Capriccio Italien.

Fran walks in, still in her robe.

                   FRAN
      Are we dressing for dinner?

                   BUD
      No -- just come as you are.

                   FRAN
             (watching him)
      Say, you're pretty good with that
      racquet.

                   BUD
      You ought to see my backhand.
             (dumping spaghetti
             into platter)
      And wait till I serve the meatballs.
             (demonstrates)


                   FRAN
      Shall I light the candles?

                   BUD
      It's a must -- gracious-living-wise.

As Fran starts into the living room, Bud begins to ladle
meat sauce onto the spaghetti, humming operatically.

In the living room, the small table has been set for two,
and prominent on it is the champagne bottle that Mr. Kirkeby
left behind, still in its cardboard bucket, but freshly iced.
As Fran lights the candles, she notices the napkins on the
table, peels a price-tag off the corner of one of them.

                   FRAN
      I see you bought some napkins.

                   BUD
      Might as well go all the way.

He carries the platter of spaghetti and meat sauce in from
the kitchen, sets it on the table, sprinkles some cheese on
it. Then he crosses to the coffee table, where a full
martini pitcher stands in readiness, fills a couple of
glasses. Fran seats herself at the table.

                   BUD
      You know, I used to live like
      Robinson Crusoe -- shipwrecked
      among eight million people. Then
      one day I saw a footprint in the
      sand -- and there you were --
             (hands her martini)
      It's a wonderful thing -- dinner
      for two.

                   FRAN
      You usually eat alone?

                   BUD
      Oh, no. Sometimes I have dinner
      with Ed Sullivan, sometimes with
      Dinah Shore or Perry Como -- the
      other night I had dinner with Mae
      West -- of course, she was much
      younger then.
             (toasting)
      Cheers.

                   FRAN
      Cheers.

They drink.

                   BUD
      You know what we're going to do
      after dinner?

                   FRAN
      The dishes?

                   BUD
      I mean, after that?

                   FRAN
      What?

                   BUD
      You don't have to if you don't want
      to --

                   FRAN
      I don't?

                   BUD
      We're going to finish that gin game.

                   FRAN
      Oh.

                   BUD
      So I want you to keep a clear head.

The door bell rings. Carrying his martini glass, Bud crosses
to the door, starts to open it.

                   BUD
      Because I don't want to take
      advantage of you -- the way I did
      yesterday in bed.

By now the door is open, and Bud is speaking to Fran over
his shoulder. He turns, finds himself face to face with Karl
Matuschka, who is standing grimly in the doorway.

                   MATUSCHKA
      Baxter?

                   BUD
      Yes?

Matuschka shoves him roughly aside, strides past him toward
Fran, who has risen to her feet.

                   MATUSCHKA
      What's with you, Fran -- did you
      forget where you live?

                   FRAN
             (to Bud)
      This is my brother-in-law, Karl
      Matuschka.

                   BUD
             (friendly)
      How do you do, Mr. Matuschka?

                   MATUSCHKA
             (pushing Bud away; to Fran)
      Okay, get your clothes on. I got
      the cab downstairs.

                   BUD
      Now, wait a minute. I know what
      you're thinking -- but it's not as
      bad as it looks --
                   MATUSCHKA
             (shoving him away)
      It's none of my business what you
      do, Fran -- you're over twenty-
      one -- but your sister happens to
      think you're a lady.

                   BUD
      All we were going to do is eat and
      wash the dishes --

                   MATUSCHKA
             (grabbing him)
      Look, Buddy-boy -- if there wasn't
      a lady present, I'd clobber you.

                   FRAN
             (separating them)
      All right, Karl -- I'll get dressed.

She exits into the bedroom, removing her dress from the
door, and closing it. Matuschka leans against the wall
beside the hall door, eyeing Bud truculently. Bud raises a
finger to remonstrate with him -- then breaks into a nervous,
ingratiating smile.

                   BUD
      Care for a martini? Champagne?
             (Matuschka continues
             glaring at him)
      How about a little spaghetti with
      meat sauce? Made it myself.
             (Matuschka just scowls)
      Your sister-in-law sure is
      terrific --
             (realizes his mistake;
             switching abruptly)
      Must be murder driving a cab in New
      York -- I mean, with all that
      cross-town traffic --

He gestures with the martini glass, spilling the contents
over his shirtfront. Through the partly open hall door, Dr.
Dreyfuss sticks his head in.

                   DR. DREYFUSS
      Hi, Baxter.

He steps into the apartment, passing Matuschka without
seeing him.

                   DR. DREYFUSS
      How's the patient?

                   BUD
             (quickly)
      Oh, I'm fine, Doc.

                   DR. DREYFUSS
      Not you -- Miss Kubelik.

                   MATUSCHKA
             (stepping forward)
      What's the matter with Miss Kubelik?

                   BUD
      Oh, this is Mr. Matuschka -- he's
      Miss Kubelik's -- he's got a cab
      downstairs --

                   MATUSCHKA
             (to Dreyfuss)
      Fran been sick or something?

Dr. Dreyfuss looks at Bud.

                   BUD
      No, no -- just had a little accident.

                   MATUSCHKA
             (to Dreyfuss)
      What does he mean, accident?

                   DR. DREYFUSS
      Well, these things happen all the
      time --

                   MATUSCHKA
      What things?
             (grabbing Dreyfuss)
      Say, what kind of doctor are you,
      anyway?

                   BUD
             (hastily)
      Oh, not that kind. He just gave her
      a shot and pumped her stomach out --

Behind them, the bedroom door has opened, and Fran comes
out, wearing her coat over her dress.

                   MATUSCHKA
      What for?

                   FRAN
             (coming up)
      Because I took some sleeping pills.
      But I'm all right now -- so let's go.

                   MATUSCHKA
      Why did you take sleeping pills?

                   BUD
             (promptly)
      On account of me.

                   MATUSCHKA
             (whirling on him)
      You?

                   BUD
      Who else?

Matuschka lashes out with a left to Bud's jaw, and while he
is off balance, catches him with a right to the eye. Bud
falls back against the Christmas tree, which topples with a
crash. Fran pulls Matuschka away from him.

                   FRAN
      Leave him alone, Karl.

She kneels beside Bud.

                   FRAN
             (tenderly)
      You fool -- you damn fool.

                   MATUSCHKA
      Come on, Fran.

                   FRAN
      Goodbye, Mr. Baxter.

She kisses him on the cheek, rises, starts toward the door.

                   FRAN
      Goodbye, doctor.

She follows Matuschka out. Bud looks after her, starry-eyed.

                   DR. DREYFUSS
      I don't want to gloat, but just
      between us, you had that coming to
      you.
             (tilts Bud's chin up,
             examines his eye)
      Tch, tch, tch. Are you going to
      have a shiner tomorrow. Let me get
      my bag.
             (he starts out)
                   BUD
             (calling after him)
      Don't bother, Doc. It doesn't hurt
      a bit.

He is on Cloud Nine.

                                      FADE OUT:

FADE IN:

INT. NINETEENTH FLOOR - DAY

Bud is coming from the elevators toward his office. He is
wearing his chesterfield, bowler, and a pair of dark glasses.
He opens the office door, starts in.

INT. BUD'S OFFICE - DAY

Bud crosses directly to the phone, removes his glasses
revealing a swollen left eye. He dials a number.

                   BUD
             (into phone)
      Mr. Sheldrake's office? This is C.C.
      Baxter. Would you please tell Mr.
      Sheldrake I'd like to come up and
      see him? It's rather important.
      Will you call me back, please?

He hangs up, takes off his hat and coat, deposits them on
the clothes- tree. Then he paces around the office,
rehearsing a speech out loud.

                   BUD
      Mr. Sheldrake, I've got good news
      for you. All your troubles are over.
      I'm going to take Miss Kubelik off
      your hands.
             (nods to himself with satisfaction)
      The plain fact is, Mr. Sheldrake,
      that I love her. I haven't told her
      yet, but I thought you should be
      the first to know. After all, you
      don't really want her, and I do,
      and although it may sound
      presumptuous, she needs somebody
      like me. So I think it would be the
      thing all around --
             (the phone rings and
             he picks it up)
      -- solution-wise.
             (into phone)
      Yes? I'll be right up.

He hangs up, crosses to the door, opens it.

                   BUD
             (to himself)
      Mr. Sheldrake, I've got good news
      for you --

Putting on his dark glasses, he heads for the elevators,
still talking to himself.

INT. NINETEENTH FLOOR - DAY

Kirkeby and Dobisch are just stepping out of an elevator
when Bud approaches. They grin smugly when they see that he
is wearing dark glasses.

                   KIRKEBY
      Hi, Buddy-boy. What happened to you?

                   DOBISCH
      Hit by a swinging door? Or maybe a
      Yellow Cab?

Bud pays no attention, walks right past them into the
elevator, still muttering to himself. The doors close.

                   KIRKEBY
             (as they move away
             from the elevators)
      That guy really must've belted him.

                   DOBISCH
      Yeah, he's punchy. Talking to
      himself.

INT. TWENTY-SEVENTH FLOOR FOYER - DAY

The elevator doors open.

                   ELEVATOR OPERATOR
      Twenty-seven.

Bud steps out. As he heads for Sheldrake's office, he
continues rehearsing his speech.

                   BUD
      You see, Mr. Sheldrake, those two
      days she spent in the apartment --
      it made me realize how lonely I'd
      been before. But thanks to you, I'm
      in a financial position to marry
      her -- if I can ever square things
      with her family.

He opens the door to Sheldrake's anteroom.

INT. SHELDRAKE'S OFFICE - DAY

Sheldrake is pacing in front of his desk. A couple of
suitcases are standing in a corner of the room. The intercom
buzzes, and Sheldrake presses the lever down.

                   SECRETARY'S VOICE
      Mr. Baxter is here.

                   SHELDRAKE
      Send him in.

A beat, then the door opens, and Bud marches in determinedly.

                   BUD
      Mr. Sheldrake, I've got good news
      for you --

                   SHELDRAKE
      And I've got good news for you,
      Baxter. All your troubles are over.

                   BUD
             (reacting to the echo)
      Sir?

                   SHELDRAKE
      I know how worried you were about
      Miss Kubelik -- well, stop
      worrying -- I'm going to take her
      off your hands.

                   BUD
             (stunned)
      You're going to take her off my
      hands?

                   SHELDRAKE
      That's right.
             (indicating suitcases)
      I've moved out of my house -- I'm
      going to be staying in town, at the
      Athletic Club.

                   BUD
      You left your wife?

                   SHELDRAKE
      Well, if you must know -- I fired
      my secretary, my secretary got to
      my wife, and my wife fired me.
      Ain't that a kick in the head?

                   BUD
      Yeah --

                   SHELDRAKE
      Now what was your news, Baxter?

                   BUD
             (recovering with difficulty)
      It's about Miss Kubelik -- she's
      all right again -- so she went back
      home.

                   SHELDRAKE
      Swell. And don't think I've
      forgotten what you did for me.
             (opens door to
             adjoining office)
      This way, Baxter.

Bud advances slowly toward the door.

INT. ADJOINING OFFICE - DAY

It is a slightly smaller and less lavish edition of Sheldrake
s office. Sheldrake ushers Bud through the door, points to
the chair behind the desk.

                   SHELDRAKE
      Sit down. Try it on for size.

Bud obeys like an automaton, lowers himself into the chair.

                   SHELDRAKE
      You like?
             (indicating office)
      It's all yours.

                   BUD
      Mine?

                   SHELDRAKE
      My assistant, Roy Thompson, has
      been shifted to the Denver office,
      and you're taking his place.
             (no reaction from Bud)
      What's the matter, Baxter? You
      don't seem very excited.

                   BUD
      Well, it's just that so many things
      have been happening so fast -- I'm
      very pleased -- especially for Miss
      Kubelik. Now that I've gotten to
      know her better, I think she's the
      kind of girl that definitely ought
      to be married to somebody --

                   SHELDRAKE
      Oh, sure, sure. But first the
      property settlement has to be
      worked out -- then it takes six
      weeks in Reno -- meanwhile, I'm
      going to enjoy being a bachelor for
      a while.
             (starts back toward
             his own office)
      Oh, by the way, you can now have
      lunch in the executive dining
      room --

                   BUD
      Yes, sir.

He removes his dark glasses reflectively.

                   SHELDRAKE
      That's just one of the privileges
      that goes with this job. You also
      get a nice little expense account,
      the use of the executive washroom --
             (breaks off, peers at
             Bud's face)
      Say, what happened to you, Baxter?

                   BUD
      I got kicked in the head, too.

                   SHELDRAKE
      Oh?

With a shrug, he exits into his own office, closing the door
behind him. Bud sits there, unconsciously bending the
glasses in his hand until they suddenly snap in two. Bud
glances down at the two broken halves, as though surprised
by his own violence, tosses them on the desk.

                                      DISSOLVE TO:

INT. LOBBY INSURANCE BUILDING - EVENING

We are close on the building directory. Listed under
PERSONNEL is J.D. SHELDRAKE, Director, and just below that a man's
hand is inserting the name C.C. BAXTER in the slot marked Asst.
Director. The lettering is complete except for the final R.

Camera pulls back to reveal the sign painter we saw earlier,
working on the directory. Watching him is Bud. He is wearing
his chesterfield and bowler, and still has a slight welt
under his left eye. It is after six o'clock, and there is
very little activity in the lobby.

Fran, wearing her coat over street clothes, approaches from
the direction of the elevators, stops when she sees Bud.

                   FRAN
      Good evening, Mr. Baxter.

Bud turns to her in surprise, removes his bowler.

                   BUD
      Oh, Miss Kubelik. How do you feel?

                   FRAN
      Fine. How's your eye?

                   BUD
      Fine.

There is a moment of constraint between them.

                   FRAN
      How's everything at the apartment?

                   BUD
      Nothing's changed. You know, we
      never finished that gin game --

                   FRAN
      I know.
             (a beat)
      I suppose you heard about Mr.
      Sheldrake --?

                   BUD
      You mean, leaving his wife? Yeah.
      I'm very happy for you.

                   FRAN
      I never thought he'd do it.

                   BUD
      I told you all along. You see, you
      were wrong about Mr. Sheldrake.

                   FRAN
      I guess so.

                   BUD
      For that matter, you were wrong
      about me, too. What you said about
      those who take and those who get
      took? Well, Mr. Sheldrake wasn't
      using me -- I was using him. See?
             (indicating his name
             on directory)
      Last month I was at desk 861 on the
      nineteenth floor -- now I'm on the
      twenty-seventh floor, paneled
      office, three windows -- so it all
      worked out fine -- we're both
      getting what we want.

                   FRAN
      Yes.
             (looks at her watch)
      You walking to the subway?

                   BUD
      No, thank you.
             (fumbling)
      I -- well, to tell you the truth --
             (glancing around lobby)
      -- I have this heavy date for
      tonight --

He points off toward the newsstand. Standing there is a
tall, attractive brunette, obviously waiting for someone.
Fran looks off in the indicated direction.

                   FRAN
      Oh.

                   BUD
      Aren't you meeting Mr. Sheldrake?

                   FRAN
      No. You know how people talk. So I
      decided it would be better if we
      didn't see each other till
      everything is settled, divorce-wise.

                   BUD
      That's very wise.

                   FRAN
      Good night, Mr. Baxter.

                   BUD
      Good night, Miss Kubelik.

Fran walks toward the revolving doors. Bud watches her for a
moment, then strides briskly across the lobby toward the
newsstand. He goes right past the waiting brunette, stops in
front of a rack of pocket books, examines the merchandise. A
man now comes out of a phone booth, joins the waiting
brunette, and they go off together. Bud picks out a couple
of paperbacks, pays the clerk behind the counter. Stuffing a
book into each coat pocket, he moves slowly toward the
revolving doors.

                                      DISSOLVE TO:

INT. SHELDRAKE'S OFFICE - DAY

Sheldrake is swiveled around sideways behind his desk, with
a bootblack kneeling in front of him, shining his shoes.
Reaching for the intercom, Sheldrake presses down one of the
levers.

                   SHELDRAKE
      Baxter -- would you mind stepping
      in her for a minute?

                   BAXTER'S VOICE
      Yes, Mr. Sheldrake.

The bootblack finishes the second shoe with a flourish,
gathers up his equipment. Sheldrake tosses him a half dollar.

                   BOOTBLACK
      Much obliged.

He exits into the anteroom as the door of the adjoining
office opens and Bud comes in, carrying several charts.
There is no trace left of his black eye.

                   BUD
             (putting charts on desk)
      Here's the breakdown of figures on
      personnel turnover. Thirty-seven
      percent of our female employees
      leave to get married, twenty-two
      percent quit because --

                   SHELDRAKE
             (breaking in)
      You're working too hard, Baxter.
      It's New Year's Eve -- relax.

                   BUD
      Yes, sir.

                   SHELDRAKE
      I suppose you'll be on the town
      tonight -- celebrating?

                   BUD
      Naturally.

                   SHELDRAKE
      Me, too. I'm taking Miss Kubelik
      out -- I finally talked her into
      it --

                   BUD
      I see.

                   SHELDRAKE
      The only thing is I'm staying at
      the Athletic Club -- and it's
      strictly stag so if you don't
      mind --

                   BUD
      Don't mind what?

                   SHELDRAKE
      You know that other key to your
      apartment -- well, when we had that
      little scare about Miss Kubelik, I
      thought I'd better get rid of it
      quick -- so I threw it out the
      window of the commuter train.

                   BUD
      Very clever.

                   SHELDRAKE
      Now I'll have to borrow your key.

                   BUD
      Sorry, Mr. Sheldrake.

                   SHELDRAKE
      What do you mean, sorry?

                   BUD
      You're not going to bring anybody
      up to my apartment.

                   SHELDRAKE
      I'm not just bringing anybody --
      I'm bringing Miss Kubelik.

                   BUD
      Especially not Miss Kubelik.

                   SHELDRAKE
      How's that again?

                   BUD
             (flatly)
      No key!

                   SHELDRAKE
      Baxter, I picked you for my team
      because I thought you were a bright
      young man. You realize what you're
      doing? Not to me -- but to yourself.
      Normally it takes years to work
      your way up to the twenty-seventh
      floor -- but it takes only thirty
      seconds to be out on the street
      again. You dig?

                   BUD
             (nodding slowly)
      I dig.

                   SHELDRAKE
      So what's it going to be?

Without taking his eyes off Sheldrake, Bud reaches into his
pocket, fishes out a key, drops it on the desk.

                   SHELDRAKE
      Now you're being bright?

                   BUD
      Thank you, sir.

He turns abruptly, starts back into his own office.

INT. BUD'S NEW OFFICE - DAY

Bud comes in, shutting the door behind him, stands rooted to
the spot for a moment. Then he takes some pencils out of his
breast pocket and drops them into a container on the desk,
closes his account book, slams a couple of open file drawers
shut.

As he crosses to the clothes closet, the connecting door
opens and Sheldrake comes in, key in hand.

                   SHELDRAKE
      Say, Baxter -- you gave me the
      wrong key.

                   BUD
      No I didn't.

                   SHELDRAKE
             (holding it out)
      But this is the key to the executive
      washroom.

                   BUD
      That's right, Mr. Sheldrake. I
      won't be needing it -- because I'm
      all washed up around here.

He has taken his chesterfield and bowler out of the closet,
and is putting the coat on.

                   SHELDRAKE
      What's gotten into you, Baxter?

                   BUD
      Just following doctor's orders.
      I've decided to become a mensch.
      You know what that means? A human
      being.

                   SHELDRAKE
      Now hold on, Baxter --

                   BUD
      Save it. The old payola won't work
      any more. Goodbye, Mr. Sheldrake.

He opens the door to the anteroom, starts out.

INT. SHELDRAKE'S ANTEROOM - DAY

Bud comes out of his office, carrying his bowler, strides
past the secretaries and through the glass doors to the
foyer. An elevator is just unloading, and beside it a
handyman is cleaning out one of the cigarette receptacles.
Bud crosses to the elevator, and as he passes the handyman,
he jams his bowler on the man's head -- surrendering his
crown, so to speak. The elevator doors close. The handyman
straightens up, looks around in bewilderment.

                                      DISSOLVE TO:

INT. THE APARTMENT - NIGHT

Bud is in the process of packing. In the middle of the
living room are several large cardboard cartons filled with
his possessions. The art posters are off the walls, the
bric-a-brac has been removed from the shelves, and Bud is
stowing away the last of his books and records. He crosses
to the fireplace, opens one of the drawers in the cabinet
above it, takes out a forty-five automatic. He holds the gun
in the palm of his hand, studies it appraisingly.

The doorbell rings. Bud snaps out of his reverie, drops the
gun into one of the cartons, goes to the door and opens it.
Standing outside is Dr. Dreyfuss, with a plastic ice bucket
in his hand.

                   DR. DREYFUSS
      Say, Baxter -- we're having a
      little party and we ran out of
      ice -- so I was wondering --

                   BUD
      Sure, Doc.

                   DR. DREYFUSS
             (stepping inside)
      How come you're alone on New Year's
      Eve?

                   BUD
      Well, I have things to do --

                   DR. DREYFUSS
             (noticing cartons)
      What's this -- you packing?

                   BUD
      Yeah -- I'm giving up the apartment.

He goes into the kitchen, opens the refrigerator, starts to
pry out the ice-cube trays.

                   DR. DREYFUSS
      Where are you moving to?

                   BUD
      I don't know. All I know is I got
      to get out of this place.

                   DR. DREYFUSS
      Sorry to lose you, Baxter.

                   BUD
      Me? Oh, you mean my body. Don't
      worry, Doc -- it'll go to the
      University -- I'll put it in
      writing --

He dumps the ice-cubes, still in their trays, into the
bucket Dr. Dreyfuss is holding. Then he pulls Kirkeby's
unopened bottle of champagne out of the refrigerator.

                   BUD
      Can you use a bottle of champagne?

                   DR. DREYFUSS
      Booze we don't need. Why don't you
      join us, Baxter? We got two brain
      surgeons, an ear, nose and throat
      specialist, a proctologist, and
      three nurses from Bellevue.

                   BUD
      No, thanks -- I don't feel like it.
      Look, Doc -- in case I don't see
      you again -- how much do I owe you
      for taking care of that girl?

                   DR. DREYFUSS
      Forget it -- I didn't do it as a
      doctor -- I did it as a neighbor.
             (stopping in doorway)
      By the way, whatever happened to her?

                   BUD
             (airily)
      You know me with girls. Easy come,
      easy go. Goodbye, Doc.

                   DR. DREYFUSS
      Happy New Year.

Bud closes the door, returns to the kitchen, brings out a
box of glassware and the tennis racquet. As he starts to
deposit the racquet in a carton, he notices a strand of
spaghetti clinging to the strings. He removes it gently,
stands there twirling the limp spaghetti absently around his
finger.

                                      CUT TO:

INT. CHINESE RESTAURANT - NIGHT

It is five minutes before midnight, New Year's Eve. Sitting
alone in the last booth is Fran, a paper hat on her head, a
pensive look on her face. There are two champagne glasses on
the table, and the usual noisemakers, but the chair opposite
her is empty. Above the general hubbub, the Chinese pianist
can be heard playing. After a moment, Fran glances off.

Threading his way through the merrymakers crowding the bar
and overflowing from the booths is Sheldrake. He is in
dinner clothes, topped by a paper hat. Reaching the last
booth, he drops into the chair facing Fran.

                   SHELDRAKE
      Sorry it took me so long on the
      phone. But we're all set.

                   FRAN
      All set for what?

                   SHELDRAKE
      I rented a car -- it's going to be
      here at one o'clock -- we're
      driving to Atlantic City.

                   FRAN
      Atlantic City?

                   SHELDRAKE
      I know it's a drag -- but you can't
      find a hotel room in town -- not on
      New Year's Eve.

                   FRAN
             (a long look at Sheldrake)
      Ring out the old year, ring in the
      new. Ring-a-ding-ding.

                   SHELDRAKE
      I didn't plan it this way, Fran --
      actually, it's all Baxter's fault.

                   FRAN
      Baxter?

                   SHELDRAKE
      He wouldn't give me the key to the
      apartment.

                   FRAN
      He wouldn't.

                   SHELDRAKE
      Just walked out on me -- quit --
      threw that big fat job right in my
      face.

                   FRAN
             (a faint smile)
      The nerve.

                   SHELDRAKE
      That little punk -- after all I did
      for him! He said I couldn't bring
      anybody to his apartment --
      especially not Miss Kubelik. What's
      he got against you, anyway?

                   FRAN
             (a faraway look in
             her eye)
      I don't know. I guess that's the
      way it crumbles -- cookie-wise.

                   SHELDRAKE
      What are you talking about?

                   FRAN
      I'd spell it out for you -- only I
      can't spell.

The piano player is consulting the watch on his upraised
left arm. He drops the arm in a signal, and the lights go
out. At the same time, he strikes up AULD LANG SYNE.

All over the dimly lit room, couples get to their feet,
embracing and joining in the song.

In the last booth, Sheldrake leans across the table, kisses
Fran.

                   SHELDRAKE
      Happy New Year, Fran.

Fran's expression is preoccupied. Sheldrake faces in the
direction of the pianist, and holding his glass aloft, sings
along with the others.

As AULD LANG SYNE comes to an end, the place explodes
noisily -- there is a din of horns, ratchets, and shouted
greetings. The lights come up again.

In the last booth, Sheldrake turns back toward Fran -- but
she is no longer there. Her paper hat lies abandoned on her
vacated chair.

                   SHELDRAKE
      Fran --
             (looking around)
      -- where are you, Fran?

He rises, cranes his neck, trying to spot her in the crowd.

                                      DISSOLVE TO:

EXT. BROWNSTONE HOUSE - NIGHT

Fran, a coat thrown over the dress she was wearing at the
Rickshaw, comes down the street almost at a run. There is a
happy, expectant look on her face. She hurries up the steps
of the house and through the front door.

INT. STAIRCASE AND SECOND FLOOR LANDING - NIGHT

Fran mounts the stairs eagerly. As she reaches the landing
and heads for Bud's apartment, there is a loud, sharp report
from inside.

Fran freezes momentarily, then rushes to the door.

                   FRAN
      Mr. Baxter!
             (pounding on door)
      Mr. Baxter! Mr. Baxter!

The door opens and there stands Bud, the bottle of champagne
he has just uncorked still foaming over in his hand. He
stares at Fran unbelievingly.

                   FRAN
             (sagging with relief)
      Are you all right?

                   BUD
      I'm fine.

                   FRAN
      Are you sure? How's your knee?

                   BUD
      I'm fine all over.

                   FRAN
      Mind if I come in?

                   BUD
             (still stunned)
      Of course not.

INT. THE APARTMENT - NIGHT

Fran comes in and Bud shuts the door. The room is the same
as we left it, except for an empty champagne glass standing
on the coffee table.

                   BUD
      Let me get another glass.

He goes to one of the cartons, takes out a champagne glass
wrapped in newspaper, starts to unwrap it.

                   FRAN
             (looking around)
      Where are you going?
                   BUD
      Who knows? Another neighborhood --
      another town -- another job -- I'm
      on my own.

                   FRAN
      That's funny -- so am I.
             (Bud, pouring
             champagne, looks up
             at her)
      What did you do with the cards?

                   BUD
             (indicating carton)
      In there.

Fran takes the deck of cards and the gin rummy score pad out
of the carton, settles herself on the couch, starts to
shuffle the cards expertly.

                   BUD
      What about Mr. Sheldrake?

                   FRAN
      I'm going to send him a fruit cake
      every Christmas.

Bud sinks down happily on the couch, and Fran holds out the
deck to him.

                   FRAN
      Cut.

Bud cuts a card, but doesn't look at it.

                   BUD
      I love you, Miss Kubelik.

                   FRAN
             (cutting a card)
      Seven --
             (looking at Bud's card)
      -- queen.

She hands the deck to Bud.

                   BUD
      Did you hear what I said, Miss
      Kubelik? I absolutely adore you.

                   FRAN
             (smiling)
      Shut up and deal!

Bud begins to deal, never taking his eyes off her. Fran
removes her coat, starts picking up her cards and arranging
them. Bud, a look of pure joy on his face, deals -- and
deals -- and keeps dealing.

And that's about it. Story-wise.

                                      FADE OUT.