- Melvin Udall: Now, I got a real great compliment for you, and it's true.
- Carol Connelly: I'm so afraid you're about to say something awful.
- Melvin Udall: Don't be pessimistic, it's not your style. Okay. Here I go. Clearly a mistake.
- [shifts in his seat uncomfortably]
- Melvin Udall: I've got this, what, ailment? My doctor, a shrink that I used to go to all the time, he says that in fifty or sixty percent of the cases, a pill really helps. I hate pills. Very dangerous thing, pills. Hate. I'm using the word "hate" here, about pills. Hate. My compliment is, that night when you came over and told me that you would never... all right, well, you were there, you know what you said. Well, my compliment to you is, the next morning, I started taking the pills.
- Carol Connelly: I don't quite get how that's a compliment for me.
- Melvin Udall: You make me want to be a better man.
- [pause]
- Carol Connelly: [stunned] That's maybe the best compliment of my life.
- Melvin Udall: Well, maybe I overshot a little, because I was aiming at just enough to keep you from walking out.
- Melvin Udall: Hey, I've got a great compliment for you.
- Carol Connelly: You know what? I...
- Melvin Udall: Just let me... let me talk. I might be the only person on the face of the earth that knows you're the greatest woman on earth. I might be the only one who appreciates how amazing you are in every single thing that you do, and how you are with Spencer, "Spence," and in every single thought that you have, and how you say what you mean, and how you almost always mean something that's all about being straight and good. I think most people miss that about you, and I watch them, wondering how they can watch you bring their food and clear their tables and never get that they just met the greatest woman alive. And the fact that I get it makes me feel good... about me.
- [beat]
- Melvin Udall: Is that something that's bad for you to be around... for you?
- Carol Connelly: [moved] No.
- Receptionist: I can't resist! You usually move through here so quickly and I just have so many questions I want to ask you. You have no idea what your work means to me.
- Melvin Udall: What does it mean to you?
- Receptionist: [stands up] When somebody out there knows what it's like...
- [place one hand on her forehead and the other over her heart]
- Receptionist: ... to be in here.
- Melvin Udall: Oh God, this is like a nightmare.
- [Turns around and presses the elevator button multiple times]
- Receptionist: Oh come on! Just a couple of questions. How hard is that?
- [Scampers up to Melvin]
- Receptionist: How do you write women so well?
- Melvin Udall: I think of a man, and I take away reason and accountability.
- Carol Connelly: Why can't I have a normal boyfriend? Just a regular boyfriend, one that doesn't go nuts on me!
- Beverly Connelly: Everybody wants that, dear. It doesn't exist.
- Carol Connelly: When you first entered the restaurant, I thought you were handsome... and then, of course, you spoke.
- Simon Bishop: Thank you, Melvin. You... overwhelm me.
- [pauses]
- Simon Bishop: I love you.
- Melvin Udall: I tell you, buddy... I'd be the luckiest guy alive if that did it for me.
- Melvin Udall: Never, never, interrupt me, okay? Not if there's a fire, not even if you hear the sound of a thud from my home and one week later there's a smell coming from there that can only be a decaying human body and you have to hold a hanky to your face because the stench is so thick that you think you're going to faint. Even then, don't come knocking. Or, if it's election night, and you're excited and you wanna celebrate because some fudgepacker that you date has been elected the first queer president of the United States and he's going to have you down to Camp David, and you want someone to share the moment with. Even then, don't knock. Not on this door. Not for ANY reason. Do you get me, sweetheart?
- Simon Bishop: [clears his throat] Uhm, yes. It's not a... subtle point that you're making.
- Melvin Udall: Okay then.
- [Shuts door in Simon's face]
- Carol Connelly: We all have these terrible stories to get over, and you...
- Melvin Udall: It's not true. Some of us have great stories, pretty stories that take place at lakes with boats and friends and noodle salad. Just no one in this car. But a lot of people, that's their story. Good times, noodle salad. What makes it so hard is not that you had it bad, but that you're that pissed that so many others had it good.
- [pause]
- Carol Connelly: No. I don't think so.
- Simon Bishop: Not it at all, really.
- Melvin Udall: Can I ask you a personal question?
- Simon Bishop: Sure.
- Melvin Udall: You ever get an erection over a woman?
- Simon Bishop: Melvin...
- Melvin Udall: I mean, wouldn't your life be easier if you weren't...
- Simon Bishop: You consider your life easy?
- Melvin Udall: [pause] All right, I give you that one.
- Melvin Udall: [answers the door] Is he dead yet?
- Nora: No... Would there be any way that you would be willing to walk his dog for him?
- Melvin Udall: Absolutely.
- Nora: You're a wonderful man! Two o'clock would be a good time, and here is the key in case he is asleep. Open his curtains for him so he can see God's beautiful work, and he'll know that even things like this happen for the best.
- Melvin Udall: [frowns] Where did they teach you to talk like this? In some Panama City "sailor wanna hump-hump" bar? Or is it getaway day and your last shot at his whiskey? Sell crazy someplace else. We're all stocked up here.
- Dr. Martin Bettes: [looking over Spencer's medical records] Have they done blood tests on him?
- Carol Connelly: [laughs bitterly] Yeah.
- Dr. Martin Bettes: Only in the emergency room or when he was well?
- Carol Connelly: Emergency room only.
- Dr. Martin Bettes: Okay. And how about skin testing for allergies?
- Carol Connelly: No.
- Dr. Martin Bettes: [looks up] No standard scratch test, they poke him with a needle...?
- Carol Connelly: No. I asked, they said my plan didn't cover it and that it wasn't necessary anyways. Why, should they have?
- Dr. Martin Bettes: Well...
- [pause]
- Carol Connelly: Fucking HMO bastard pieces of shit!
- Beverly Connelly: Carol!
- Carol Connelly: [smiles sheepishly] I'm sorry.
- Dr. Martin Bettes: It's okay. Actually, I think that's their technical name.
- Melvin Udall: [sitting in the bar alone after Carol storms out, talking to the bartender] The next thing I know, she's sitting right there next to me. Well, it's not right to go into details... I got nervous. I screwed up. I said the wrong thing, where if I hadn't, I could be in bed right now with a woman who if you make her laugh you got a life. Instead, I'm here with you: no offense, but a moron pushing the last legal drug.
- Carol Connelly: Do you want to dance?
- Melvin Udall: I've been thinking about that for a while.
- Carol Connelly: [standing up] Well?
- Melvin Udall: No.
- Carol Connelly: To hell with sex! It was better than sex! We held each other! What I needed, he gave me great.
- Melvin Udall: Judging from your eyes, I'd say you were fifty.
- Carol Connelly: Judging from your eyes, I'd say you were kind, so so much for eyes.
- Carol Connelly: Is it a secret what you're doing here?
- Melvin Udall: I had to see you.
- Carol Connelly: Because?
- Melvin Udall: It relaxes me. I'd feel better sitting ouside your apartment on the curb than any other place I can think of or imagine.
- Melvin Udall: [enters his psychiatrist's office] Hi.
- [shuts door]
- Melvin Udall: *Help!*
- Dr. Green: If you want to see me, you will not do this. You will make an appointment.
- Melvin Udall: Dr. Green, how can you diagnose someone as an obsessive compulsive disorder, and then act like I have some choice about barging in here?
- Melvin Udall: I can't get back to my old life. She's evicted me from my life!
- Simon Bishop: Did you really like it all that much?
- Carol Connelly: [to Dr. Bettes, Spencer's wonderful new doctor] Can we get you anything else? Water, coffee, couple of female slaves?
- Melvin Udall: Police! Donut-munching morons, HELP ME! HELP ME!
- Frank Sachs: Shh!
- Melvin Udall: Assault and Battery - and you're black!
- Carol Connelly: [after Carol arrives at Melvin's apartment in the middle of the night] I'm not going to sleep with you! I will never sleep with you, never, ever! Not ever!
- Melvin Udall: Well, I'm sorry, but, um... we don't open for the "no sex oaths" until 9am.
- Frank Sachs: If there's a mental health organization that raises money for people like you, be sure to let me know.
- Melvin Udall: Last word freak.
- Simon Bishop: Rot in hell, Melvin!
- Melvin Udall: No need to stop being a lady. Quit worryin! You'll be back on your knees in no time!
- Carol Connelly: Come on in, and try not to ruin everything by being you.
- Melvin Udall: Maybe we could live *without* the wisecracks.
- Carol Connelly: Maybe we could.
- Melvin Udall: I need you to chaperone, separate everything but cars. You said you liked convertibles! Now, I'm on the hook.
- Carol Connelly: I'm sorry, "the stiff one eye"?
- Melvin Udall: Two days!
- Carol Connelly: I can't, I work.
- Melvin Udall: You get off when you want to.
- Carol Connelly: My son.
- Melvin Udall: Bettes says he's doing fine.
- Carol Connelly: ...Melvin, I'd rather not.
- Melvin Udall: What has that got to do with it?
- Carol Connelly: Funny, I thought it was a strong point.
- Melvin Udall: Write a note, isn't she sweet? I need a hand and where'd she go?
- Carol Connelly: Are you saying accepting your help obligates me?
- Melvin Udall: Is there any other way to see it?
- Carol Connelly: ...No.
- Carol Connelly: You're going to die soon with that diet. You know that, right?
- Melvin Udall: Oh, we're all going to die soon. I will, you will, and it sure sounds like your son will.
- Carol Connelly: If you ever mention my son again, you will not be able to eat here any more, Mr Udall. Do you understand me? Give me some sign you understand me, you sick fuck!
- Melvin Udall: [tentatively] I'm gonna grab you.
- [beat]
- Melvin Udall: I didn't mean for that to be a question. I'm gonna grab you.
- [awkwardly kisses Carol]
- Melvin Udall: I know I can do better than that.
- [kisses Carol again, intently and passionately]
- Carol Connelly: Better. Definitely better.
- Melvin Udall: See?
- Melvin Udall: Oh, you were talking about your dog. I thought you were referring to that colored man inside your apartment.
- Simon Bishop: Uh, what color would that be?
- Melvin Udall: Like uh, like thick MO-lasses.
- Melvin Udall: How do you write women so well? I think of a man and I take away reason and accountability.
- Carol Connelly: How are you?
- Simon Bishop: Don't ask. I'm tired of my own complaints. I need to get some new thoughts.
- Carol Connelly: Why? What are you thinking about now?
- Simon Bishop: How to die, mostly.
- Carol Connelly: To think that in our little mix you're the good roommate.
- Dr. Martin Bettes: My wife is Melvin Udall's publisher. She said that I was to take excellent care of this little guy because you are urgently needed back at work. What kind of work do you do?
- Carol Connelly: I'm a waitress.
- Beverly Connelly: In Manhattan.
- Melvin Udall: I don't get this place. They make me buy a new outfit and let you in a housedress. I don't get it.
- Carol Connelly: Do you have any control over how creepy you allow yourself to get?
- Melvin Udall: Yes I do, as a matter of fact. And to prove it, I have not gotten personal, and you have.
- Carol Connelly: [driving to Baltimore] I'm sure, Simon, they did something really "off" in order for you to feel this way. But when it comes to your parents or your kids, something will always be "off" unless you set it straight. And maybe this thing happened to you so you have a chance to do that.
- Melvin Udall: [from the backseat] Nonsense! And you want to know why?
- Carol Connelly: Anybody here who's interested in what Melvin has to say, raise their hands.
- [Simon puts his hands into his lap, decisively. To their shared surprise, Melvin sits back and does not speak again]
- Simon Bishop: Do you want to know what happened with my parents?
- Carol Connelly: Yes... no, wait. I'm gonna pull over and give you my full attention.
- [she does so]
- Carol Connelly: Now go ahead.
- Simon Bishop: When I was a kid, I always painted, and my mother always encouraged it. She was sort of fabulous about it, actually. And she used to... I was too young to think that there was anything wrong with it, and she was very natural, so she used to... pose nude for me. I always thought - or I assumed - my father knew about it. One day he found us and started screaming. I was trying to defend my mother and make peace in the lamest way. I said "she's not naked, it's art."
- [Carol laughs softly]
- Simon Bishop: And he started hitting me and... he beat me unconscious. He taught me a lesson he thought I'd never forget. I mean, he knew what I was even before I did. And the morning I left for college, he walked into my room and held out his hand, and it was filled with money. A big, sweaty wad of money. And he said, "I don't want you to ever come back." I grabbed him and hugged him... and he turned around and walked out. I haven't seen him or talked to him since.
- [Carol kisses him on the cheek]
- Simon Bishop: Okay... What I do is, I watch. Ever watch somebody who doesn't know you're watching them? An old woman sitting on a bus? Or kids going to school? Somebody just waiting, and you see this flash come over them. And you know immediately that has nothing to do with anything external because that hasn't changed. They're just sort of realer and more alive. You look at someone long enough, you discover their humanity.
- Simon Bishop: [Seeing Carol undressed, in only a towel, on the edge of the bathtub] Hold it.
- [Turns on light, startling Carol]
- Simon Bishop: I have to draw you.
- Carol Connelly: Huh?
- Simon Bishop: I have to draw you.
- Carol Connelly: No, no no, absolutely not. I'm a lot more shy than people think. I give off the wrong impression.
- Simon Bishop: I have to. I haven't sketched anything in weeks.
- Carol Connelly: Stop staring. Do a vase.
- Simon Bishop: But you're beautiful, Carol. Your skin, your long neck, the back, the line of you. You're why cavemen chiseled on walls.
- Carol Connelly: [Smiles, and laughs slightly] All right, cut me a break.
- [as Simon draws, she smiles, and lowers her towel, giving him a better view]
- Carol Connelly: [after a brief cutaway to a different scene, returning to this one; now Carol is laying on a couch, nude, laughing, as Simon draws] I'm sorry, I don't care how you put this, we're being naughty here, pal.
- Simon Bishop: No, no, this is, this is great.This is so great. I swear to God, my hand won't even keep up. Hold it. Hold it.
- Carol Connelly: But I was just turning.
- Simon Bishop: But then hold that. Hold any of them.
- [the camera shows a pile of sketches that Simon has made of Carol]
- Carol Connelly: OK, this?
- Simon Bishop: It doesn't matter. My hand's not even bothering me. I can't - I just can't get the angle with this cast.
- [Starts breaking the plaster cast off of his hand/wrist]
- Carol Connelly: Oh, careful.
- Simon Bishop: [Finished breaking cast off of his hand, and lets out a mock yell of pain, then both he and Carol start laughing]
- Melvin Udall: You know, they let you in with a housedress, yet they make me find a jacket.
- [Carol gets up to leave]
- Melvin Udall: Whoa, whoa, where are you going?
- Carol Connelly: Pay me a compliment, Melvin. I need one. You have no idea how much that hurt my feelings.