Actor Point >> Movie Scripts >> Kramer vs Kramer Film Script

Kramer Vs Kramer Movie Script

Writer(s) : Robert Benton

Genres : Drama

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                                   "KRAMER VS. KRAMER"

                                            by

                                      Robert Benton

                

               FADE IN:

               INT. OFFICE - ADVERTISING AGENCY - MIDTOWN - EVENING

               WIDE SHOT

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

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

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

               REVERSE ON JIM O'CONNOR

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

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

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

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

                                                                    CUT TO:

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

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

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

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

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

               ON JOANNA

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

                                     JOANNA
                         Sleep tight...

                                     BILLY
                         Don't let the bedbugs bite...

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

                                                                    CUT TO:

               INT. HALLWAY - EVENING

               ON JOANNA

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

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

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

                                                                    CUT TO:

               INT. O'CONNOR'S OFFICE - EVENING

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

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

                                     O'CONNOR
                         Here's to Ted Kramer.

               Cheers and good-natured jokes.

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

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

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

                                                                    CUT TO:

               INT. BATHROOM - KRAMER APT. - EVENING

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

                                                                    CUT TO:

               INT. O'CONNOR'S OFFICE - EVENING

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

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

               Murray Fisher leans over, shakes Ted's hand.

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

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

                                     MURRAY
                         Got to get home.

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

                                                                    CUT TO:

               INT. KITCHEN - KRAMER APT. - EVENING

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

               WIDER ANGLE

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

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

                                                                    CUT TO:

               EXT. OFFICE BUILDING - MIDTOWN - NIGHT

               WIDE SHOT

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

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

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

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

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

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

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

                                                                    CUT TO:

               INT. BEDROOM - KRAMER APT. - NIGHT

               CLOSE ON JOANNA

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

                                                                    CUT TO:

               EXT. STREET - NIGHT

               ON TED AND O'CONNOR

               Tracking with them as they walk.

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

                                     TED
                              (thrilled)
                         Wow!

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

                                                                    CUT TO:

               INT. BEDROOM - KRAMER APT. - NIGHT

               WIDE SHOT

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

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

                                                                    CUT TO:

               INT. FOYER - NIGHT

               WIDE SHOT

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

               CLOSER IN ON HER

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

               OFF SCREEN Sound: A key turning in the lock.

               As Joanna looks up...

                                                                    CUT TO:

               HER POV

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

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

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

               CROSS-CUTTING BETWEEN THEM:

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

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

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

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

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

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

               CROSS-CUTTING BETWEEN THEM:

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

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

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

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

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

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

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

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

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

                                     JOANNA
                         There, that's everything.

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

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

               ON JOANNA

               At the door.

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

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

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

               INT. HALLWAY OUTSIDE KRAMER APT. - EVENING

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

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

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

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

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

                                     TED
                              (stiffening)
                         What about Billy?

                                     JOANNA
                         I'm not taking him with me.

                                     TED
                         What?

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

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

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

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

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

               Sound-effect: The elevator approaching.

               CROSS-CUTTING BETWEEN THEM:

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

                                     TED
                              (quiet)
                         Where are you going?

                                     JOANNA
                         I don't know...

               The elevator door opens, Joanna steps inside.

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

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

               ON TED KRAMER

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

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

               HIS POV

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

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

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

                                                                    CUT TO:

               INT. APT. - NIGHT

               ON TED

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

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

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

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

               THE CAMERA SLOWLY FADES TO BLACK.

               FADE IN:

               INT. LIVING ROOM - VERY LATE AT NIGHT

               WIDE SHOT

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

                                                                    CUT TO:

               EXT. APT. BLDG. - LATE AT NIGHT

               WIDE SHOT

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

               Sound: The phone ringing. Then:

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

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

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

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

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

                                     TED
                         Ha! You tell me.

               Sound-effect, as Ted slams down the receiver.

               Instantly a light is turned on two floors below.

                                                                    CUT TO:

               INT. FOYER - KRAMER APT. - NIGHT

               ON THE FRONT DOOR

               As we HEAR:

               Sound-effect: the doorbell rings.

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

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

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

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

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

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

               ON TED

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

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

                                     THELMA
                         Look, Ted, all I -

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

                                     THELMA
                         Ted, all I wanted to know was where 
                         -

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

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

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

                                     THELMA
                         Ted, don't be so hostile.

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

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

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

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

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

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

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

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

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

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

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

                                     TED
                         Joanna said that?

               Thelma nods.

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

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

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

                                     THELMA
                              (stiffly)
                         No.

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

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

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

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

               CLOSE ON THELMA

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

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

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

                                     THELMA
                              (stunned, quiet)
                         Oh Shit.

                                                                    CUT TO:

               FADE IN:

               EXT. KRAMER APT. BLDG. - EARLY MORNING

               WIDE SHOT

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

                                                                    CUT TO:

               INT. BILLY KRAMER'S BEDROOM - EARLY MORNING

               MEDIUM SHOT

               Billy Kramer lies in his bed, fast asleep.

               HOLD FOR A BEAT as we HEAR:

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

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

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

               INT. BATHROOM - EARLY MORNING

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

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

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

               HIS POV

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

               ON BILLY

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

               INT. LIVING ROOM - EARLY MORNING

               As Billy enters, looks around.

               HIS POV

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

               ON BILLY

               As he marches across to his father.

                                     BILLY
                         Where's mommy?

               ON TED

               His eyes open, he looks around startled.

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

               CROSS-CUTTING BETWEEN THEM:

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

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

               Billy nods.

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

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

                                     BILLY
                         When is mommy coming back?

                                     TED
                              (lying)
                         Soon. Very soon.

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

               HIS POV

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

               ON TED

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

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

                                     BILLY
                              (impressed)
                         Wow! French toast, really?

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

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

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

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

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

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

               ON BILLY

               Watching all of this with increasing apprehension.

                                     BILLY
                         You forgot the milk.

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

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

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

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

               ON BILLY

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

                                     BILLY
                         What about my orange juice?

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

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

                                     BILLY
                              (scared)
                         Daddy!!!

               Ted turns, spots the smoke.

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

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

               CLOSE ON TED

               Suddenly all the rage comes pouring out.

                                     TED
                         Goddam! Son of a bitch!

               REACTION - BILLY

               Terrified.

               WIDE SHOT

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

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

               Everything's going to be all right.

                                                                    CUT TO:

               EXT. STREET - DAY

               ON A BUS

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

               CLOSER IN ON THEM

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

               CLOSER IN ON THEM

                                     BILLY
                         When is mommy coming back?

                                     TED
                         Soon. I told you before, very soon.

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

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

                                     BILLY
                         What if she forgets?

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

               They walk in silence for a few steps, then:

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

               Ted looks at Billy in amazement.

               WIDE SHOT

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

                                                                    CUT TO:

               INT. OFFICE, TED'S AGENCY - DAY

               ON THE ELEVATOR DOORS

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

               ON THE RECEPTIONIST

               Glancing up as he passes.

                                     RECEPTIONIST
                              (cheerful)
                         Congratulations, Mr. Kramer.

               ON TED

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

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

                                     YOUNG MAN
                         Terrific news, Ted.

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

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

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

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

                                                                    CUT TO:

               INT. O'CONNOR'S OFFICE - DAY

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

               ON O'CONNOR

               Clearly he doesn't believe this.

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

                                                                    CUT TO:

               INT. FOYER - KRAMER APT. - DAY

               INSERT: TIGHT ON AN ENVELOPE

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

               ON TED

               As he rips open the letter.

                                     TED
                         Billy!

               ON BILLY

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

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

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

                                     TED
                         You got a letter from mom.

               Instantly, Billy turns down the volume of the television.

                                     BILLY
                              (excited)
                         When is she coming home?!

               ON TED

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

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

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

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

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

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

               HIS POV

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

               ON TED

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

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

                                                                    CUT TO:

               INT. KITCHEN - KRAMER APT. - LATER THAT DAY

               CLOSE ON THELMA

               Reading Joanna's letter.

                                     THELMA
                         Oh, God... OhmyGod...

               She finishes the letter, looks up at Ted.

                                     THELMA
                         What are you going to do?

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

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

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

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

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

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

               REVERSE ON TED

               He nods.

               CROSS-CUTTING BETWEEN THEM:

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

               Ted nods.

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

                                     TED
                         Got it.

                                     THELMA
                         You're on your own, understand?

                                     TED
                         I understand.

                                     THELMA
                         You're sure?

                                     TED
                         I'm sure.

               ON THELMA

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

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

               ON TED

               He hasn't the foggiest idea.

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

               ON TED

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

                                     TED
                         Wait a minute! Wait a minute!

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

                                     TED
                         Slow down... Slow down...

                                                                    CUT TO:

               INT. TED'S BEDROOM - DAY

               WIDE SHOT

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

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

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

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

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

                                                                    CUT TO:

               INT. LIVING ROOM - KRAMER APT. - DAY

               CLOSE ON A SILVER CIGARETTE BOX

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

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

               MEDIUM SHOT TED

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

                                                                    CUT TO:

               EXT. APARTMENT BUILDING - NIGHT

               ESTABLISHING SHOT

                                                                    CUT TO:

               INT. LIVING ROOM - KRAMER APT. - NIGHT

               WIDE SHOT

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

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

               INT. BILLY'S ROOM - NIGHT

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

               CLOSER IN ON THE DRESSER

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

                                                                    CUT TO:

               HIS POV

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

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

               CLOSE ON TED

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

               HIS POV

               Billy asleep, tangled up in the covers.

               ON TED

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

                                                             FADE TO BLACK:

               INT. TED'S OFFICE - LATE AFTERNOON

               ON TED

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

                                     TED
                              (calling out)
                         'Night, Jim.

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

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

                                                                    CUT TO:

               INT. O'CONNOR'S OFFICE - LATE AFTERNOON

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

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

               REVERSE ON TED

               Hanging in the doorway, clearly anxious to leave.

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

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

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

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

               REVERSE ON O'CONNOR

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

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

                                                                    CUT TO:

               EXT. OFFICE BUILDING - LATE AFTERNOON

               WIDE SHOT

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

                                                                    CUT TO:

               EXT. APARTMENT HOUSE, EAST EIGHTIES - LATE AFTERNOON

               WIDE SHOT

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

                                                                    CUT TO:

               INT. HALLWAY - APARTMENT BLDG. - LATE AFTERNOON

               The elevator doors open and Ted steps out.

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

               CLOSER IN

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

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

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

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

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

               THEIR POV

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

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

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

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

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

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

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

                                     BILLY
                         Bye.

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

                                     BILLY
                              (sullen)
                         I was waiting a long time.

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

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

               The elevator doors open.

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

               And the doors close, blocking them from view.

                                                                    CUT TO:

               INT. LIVING ROOM - KRAMER APT. - NIGHT

               WIDE SHOT

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

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

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

                                     BILLY
                         Okay... Same as usual...

                                     TED
                         Billy, don't eat with your fingers.

                                     BILLY
                              (morose)
                         Sorry.

               There is a long beat of silence.

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

                                     BILLY
                         Mom, I mean dad?

                                     TED
                         Yeah?

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

                                     TED
                         Sure. Too much birthday cake, right?

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

               WIDE SHOT

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

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

               REVERSE ON TED

               Standing in the doorway, watching.

                                     TED
                         Goodnight.

               ON BILLY

               He starts to crawl into bed.

                                     BILLY
                              (aloof)
                         'Night.

               ON TED

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

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

               Silence.

                                     TED
                         I know how you feel.

               Silence.

               Ted crosses, sits on the edge of the bed.

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

               Silence.

                                     TED
                         Billy? Okay?

               CLOSEUP BILLY

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

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

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

               They are uniformly (until the last) unappetizing.

               Throughout this, we SEE Ted becoming increasingly desperate.

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

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

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

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

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

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

               INT. TED KRAMER'S OFFICE - DAY

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

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

                                     O'CONNOR
                         Ted.

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

                                     O'CONNOR
                         Ted.

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

                                                                    CUT TO:

               INT. LIVING ROOM - KRAMER APT. - NIGHT

               ON THE FIFTH WOMAN (MRS. WILLEWSKA)

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

               There is a long pause as she looks around.

                                     MRS. WILLEWSKA
                         What kind of boy is your son?

               REACTION - TED

               This is the first person that ever asked about Billy.

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

                                     MRS. WILLEWSKA
                         Could I see him?

                                     TED
                         Sure. He's right in here.

               As they start toward the child's room.

                                                                    CUT TO:

               INT. BILLY'S ROOM - NIGHT

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

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

               ON THE DOOR

               Ted and Mrs. Willewska stand silhouetted against the light.

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

               ON BILLY

               As he stirs, in his sleep.

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

               REACTION, TED

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

                                     TED
                         Mrs. Willewska, could you start on 
                         Monday?

                                                                    CUT TO:

               INT. SUPERMARKET - DAY

               ON BILLY AND TED

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

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

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

                                     TED
                              (his mind elsewhere)
                         Uh huh...

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

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

                                     BILLY
                              (firmly)
                         We use the green and yellow.

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

               Billy shakes his head.

               Ted points to another.

                                     BILLY
                              (shaking his head 
                              again)
                         The pink stuff.

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

                                     TED
                         Okay, what color cereal do we get?

                                                                    CUT TO:

               EXT. PLAYGROUND, CENTRAL PARK - DAY

               WIDE SHOT

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

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

               ON TED

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

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

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

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

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

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

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

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

               CLOSER ON TED

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

               HIS POV

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

                                     TED
                              (calling out)
                         Billy?

               HIS POV

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

               WIDER ON TED

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

                                     TED
                              (louder)
                         Billy?

               HIS POV

               Looking in another direction. Nothing.

               WIDE ON TED

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

                                     TED
                         Billy?!

               HIS POV

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

               ON TED

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

               HIS POV - TRACKING FORWARD

               It is clear that Billy is running with a purpose.

                                     TED (V.O.)
                         Billy!

               Billy pays no attention to him.

               ON TED

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

               HIS POV - TRACKING FORWARD

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

               CLOSER ON TED

               As he realizes what is about to happen.

               CLOSER ON BILLY

               Catching up to the woman.

                                     BILLY
                         Mommy! Mommy!

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

               CLOSEUP WOMAN

               Quite clearly it is not Joanna.

               CLOSEUP BILLY

               His face becomes impassive again. All the excitement vanishes.

                                     BILLY
                         Oh. I thought you were my mommy.

               CLOSEUP TED

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

                                                                    CUT TO:

               INT. CLASSROOM, NURSERY SCHOOL - DAY

               CLOSE ON A HOMEMADE CURTAIN

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

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

               HIS POV

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

               ON BILLY

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

                                     TEACHER
                         Ladies and gentlemen...

                                     BILLY
                         Ladies and gentlemen...

                                     TEACHER
                         Welcome to the greatest show on earth.

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

               REVERSE ON TED

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

                                     TEACHER
                         Greatest.

                                     BILLY
                         Greatest...

                                     TEACHER
                         Show.

                                     BILLY
                         Show...

                                     TEACHER
                         On earth.

                                     BILLY
                         On earth.

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

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

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

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

                                                               DISSOLVE TO:

               WIDE SHOT

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

               CLOSER IN ON THEM

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

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

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

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

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

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

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

               CLOSE ON TED

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

               ON THE TEACHER

               As she turns back to Ted.

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

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

               As Ted begins beating a hasty retreat,

                                                                    CUT TO:

               EXT. STREET - DAY

               ON TED

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

               CROSS-CUTTING BETWEEN TED AND HIS POV:

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

                                                                    CUT TO:

               INT. AGENCY - DAY

               ON THE ELEVATOR DOORS

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

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

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

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

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

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

                                     TED
                         Fine.

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

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

                                                                    CUT TO:

               INT. BOARD ROOM - DAY

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

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

               ON O'CONNOR

               Clearly he is very irritated at this.

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

                                                                    CUT TO:

               INT. PHYLLIS BERNARD'S OFFICE - DAY

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

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

               ON PHYLLIS

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

                                     PHYLLIS
                         Hello, Kramer.

               ON TED

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

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

                                     PHYLLIS
                         Sure.

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

               CLOSER ON TED

               As he realizes this.

               ON PHYLLIS

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

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

               ON PHYLLIS

               Not looking up from her papers.

                                     PHYLLIS
                         Yes.

                                     TED
                              (baffled)
                         Yes, what?

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

                                                                    CUT TO:

               INT. TED KRAMER'S BEDROOM - LATE AT NIGHT

               ON THE BED

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

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

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

               But he makes no move to get up.

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

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

                                                                    CUT TO:

               INT. BATHROOM - NIGHT

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

               HIS POV

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

                                     PHYLLIS
                              (softly to herself)
                         Oh, God.

               Too startled to cover herself.

               ON BILLY

               He looks her up and down, then:

                                     BILLY
                              (very serious)
                         Do you like fried chicken?

               ON PHYLLIS

               Suddenly remembering to cover herself.

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

               SHOT - PHYLLIS AND BILLY

                                     BILLY
                         So do I...

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

                                                                    CUT TO:

               INT. BEDROOM - NIGHT

               ON PHYLLIS

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

                                     PHYLLIS
                              (eyes wide)
                         I just met your son.

               ON TED

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

                                     TED
                         Like that?!

               Phyllis nods.

                                     TED
                         And?

                                     PHYLLIS
                         He wanted to know if I liked fried 
                         chicken.

                                     TED
                         Do you?

               Phyllis nods rather frantically.

                                     TED
                              (grinning)
                         So what's your problem?

                                                                    CUT TO:

               INT. KITCHEN - KRAMER APT. - EVENING

               ON TED AND THELMA

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

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

                                     TED
                         You ever think about getting married 
                         again?

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

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

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

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

                                     THELMA
                         No. I don't think so.

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

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

                                                                    CUT TO:

               EXT. CENTRAL PARK - DAY

               WIDE SHOT

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

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

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

               ON PHYLLIS

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

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

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

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

               ON TED

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

               ON PHYLLIS

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

               ON TED

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

               CLOSE ON PHYLLIS

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

                                                                    CUT TO:

               INT. O'CONNOR'S OFFICE - DAY

               WIDE SHOT

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

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

               He stops in mid-sentence, looks around.

               HIS POV

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

                                     TED
                              (surprised)
                         What the hell is this?

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

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

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

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

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

               Sound-effect: The phone rings.

               O'Connor picks it up.

               ON TED

                                     O'CONNOR
                         Yeah?

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

                                     O'CONNOR
                         It's for you.

               ON TED

               As he takes the receiver.

                                     TED
                              (puzzled)
                         Yes?

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

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

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

               Ted hangs up the phone and turns back around.

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

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

               ON TED

               Not very reassured.

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

                                                                    CUT TO:

               INT. LIVING ROOM - KRAMER APT. - NIGHT

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

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

                                     TED
                              (busy)
                         In a minute...

               beat of silence then:

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

               Silence.

                                     BILLY
                         You get a new fence.

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

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

               Instantly, Ted is on his feet, yelling.

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

               CROSS-CUTTING BETWEEN THEM:

                                     BILLY
                              (quiet)
                         I'm sorry.

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

                                     BILLY
                         I'm sorry.

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

                                     BILLY
                              (starting to help)
                         I'm sorry.

               By now there is nothing the boy can do right.

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

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

               HIS POV

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

               CROSS-CUTTING BETWEEN THEM:

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

                                     BILLY
                              (quiet)
                         That's okay.

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

                                     BILLY
                         That's okay...

               INT. OFFICE - DAY

               ON THE DOOR TO O'CONNOR'S OFFICE

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

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

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

                                                                    CUT TO:

               INT. RESTAURANT, MIDTOWN - DAY

               ON TED AND PHYLLIS

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

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

               The waiter bustles away.

                                     TED
                         Okay, Phyllis, what's up?

                                     PHYLLIS
                         Kramer...

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

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

                                     TED
                              (stunned)
                         What?!?

               Phyllis nods.

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

               Phyllis polishes off the rest of Ted's drink.

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

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

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

                                     TED
                              (stiff)
                         I don't believe you.

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

                                     PHYLLIS
                              (taking a stiff drink)
                         All right. Okay. But tell me 
                         something, Kramer. Who do you think 
                         is palling around with O'Connor these 
                         days?

               Ted shrugs.

                                     TED
                         How should I know?

                                     PHYLLIS
                         Murray.

               REACTION, TED

               Stunned, but trying to be nonchalant.

                                     TED
                         So... what's so terrible about that?

                                     PHYLLIS
                              (would like to take 
                              him by the shoulders 
                              and shake him until 
                              his teeth rattle)
                         Oh, for God's sake, Kramer. You have 
                         got to be the world's most naive 
                         human being.
                              (leaning forward)
                         Murray has gone in and changed every 
                         single ad you've done on the entire 
                         Fire and Ice campaign. Every layout... 
                         Every idea... Every single thing, 
                         right down the line.

                                     TED
                         No. No, I don't believe it. Jim 
                         O'Connor would never let anything 
                         like that happen. He gave me my shot 
                         in this business. If it wasn't for 
                         Jim O'Connor I'd be - I don't know 
                         where I'd be. He's a wonderful man...

                                     PHYLLIS
                              (apologetic for having 
                              upset Ted)
                         Kramer, I'm sorry. All I was trying 
                         to do was -

                                     TED
                              (cutting her off)
                         I don't want to hear another word 
                         against him. Not another word. He's 
                         a wonderful man... a wonderful man...

                                                                    CUT TO:

               INT. TED KRAMER'S OFFICE - DAY

               INSERT: The finished proof of the ad that Murray had done, 
               that Ted had seen in O'Connor's office.

               ON TED

               TRACKING WITH HIM as he steams out of his door and marches 
               along the corridor to O'Connor's office.

                                     SECRETARY
                              (as Ted brushes past 
                              her)
                         I'm sorry, Mr. O'Connor is in 
                         conference.

               But it is too late. Ted barrels into O'Connor's office without 
               bothering to knock.

                                                                    CUT TO:

               INT. O'CONNOR'S OFFICE - DAY

               O'Connor is alone in the office. He looks up startled as Ted 
               comes barging in.

                                     TED
                              (furious)
                         All right, Jim. You said I was running 
                         this show, right? You said no 
                         decisions without my approval, right?
                              (brandishing the ad)
                         Well what the hell is this? What's 
                         going on, Jim?

                                     O'CONNOR
                              (embarrassed)
                         Well, ah... I thought it over and I 
                         decided we're doing it Murray's way.

                                     TED
                         Jim, this is garbage. This isn't 
                         anything like what we talked to Revlon 
                         about. None of it. You can't -

                                     O'CONNOR
                              (tough)
                         That's my decision, Ted and that's 
                         final.

                                                                    CUT TO:

               INT. DINING AREA - KRAMER APT. - NIGHT

               ON BILLY

               Who sits looking down at the plate of food in front of him 
               as though it was a coiled rattlesnake about to strike.

                                     BILLY
                         What is it?

               ON TED

               Preoccupied, jumpy. He is eating, but he doesn't taste a 
               thing.

                                     TED
                         Salisbury steak.

                                     BILLY
                         I hate it.

                                     TED
                         You don't hate it. We had Salisbury 
                         steak last week and you liked it 
                         fine.

                                     BILLY
                              (stubborn)
                         No I didn't. I hate the brown stuff. 
                         It's gross.

                                     TED
                              (strained patience)
                         All it is is onions and gravy.

                                     BILLY
                         I'm allergic to onions.

                                     TED
                         You are not allergic of onions. You've 
                         had them lots of times.

                                     BILLY
                              (sullen)
                         I want a pizza.

                                     TED
                              (trying not to lose 
                              patience)
                         No. This is fine. Just take a bite, 
                         you'll like it fine.

               Reluctantly, Billy takes a tiny bite. He barely puts it in 
               his mouth before he spits it out with a great show of being 
               physically ill.

                                     BILLY
                         I think I'm going to throw up.

                                     TED
                              (getting pissed off)
                         Oh, for God's sake... Here.

               He reaches across and scrapes most of the sauce off of the 
               meat.

                                     TED
                         There, okay? Now that's just plain 
                         old hamburger.

                                     BILLY
                         Some of the brown stuff is still 
                         there.

                                     TED
                              (through clenched 
                              teeth)
                         Then eat around it.

                                     BILLY
                         No.

                                     TED
                              (anger building)
                         Now listen to me, young man. Do you 
                         know what I had to go through to put 
                         this goddamn food on the goddamn 
                         table?

                                     BILLY
                              (obstinate)
                         I don't care. I hate it. I want pizza.

                                     TED
                              (blowing up)
                         Not on your life. That's it. I've 
                         had it with crap around this house. 
                         From now on, no more pizza! Get it? 
                         Starting right now you can eat real 
                         food like a normal human being!

                                     BILLY
                         No!

               By now both of them are out of control.

                                     TED
                         You want to know something?! You are 
                         a spoiled selfish little brat! Now 
                         eat -

               Billy takes his plate and looking his father straight in the 
               eye deliberately overturns it, spilling food everywhere.

               ON TED

               He is out of his chair like a shot, crosses to Billy and 
               jerks him to his feet.

                                     TED
                              (yelling)
                         Goddamnit! Go to your room!

               He half-carries, half-drags the child kicking and screaming 
               into his room. THE CAMERA TRACKS ALONGSIDE THEM.

                                     BILLY
                              (at the top of his 
                              voice)
                         Owwww... You're hurting me... You're 
                         hurting me... I hate you... I hate 
                         you...

                                     TED
                              (seething)
                         You're no bargain either, pal.

                                     BILLY
                         I want my mommy... I want my mommy..

               By now they have reached Billy's room. Ted dumps him on the 
               bed unceremoniously and starts out of the room.

                                     BILLY
                              (sobbing)
                         I want my... mm... ommy... I want 
                         mmmy... mommy...

                                     TED
                              (at the door)
                         Tough shit. You're stuck with me.

               And he slams the door behind him.

                                                                    CUT TO:

               WIDE SHOT

               The dining area. Ted sits down and tries to resume his meal 
               alone.

                                     BILLY (O.S.)
                              (sobbing, fighting to 
                              catch his breath)
                         I want my... mmmo... mmmy. I want 
                         mmmy mmo... mmy...

               CLOSER IN ON TED

               As he lifts his glass to take a drink and we can SEE that he 
               is shaking like a leaf.

                                                                    CUT TO:

               INT. KITCHEN - NIGHT

               ON TED

               As he finishes doing the last of the dishes, dries his hands 
               and looks around to make sure that everything has been put 
               away. He flips off the light and, as THE CAMERA TRACKS WITH 
               HIM, he walks from room to room, turning off the lights, 
               until he reaches the door to Billy's room which is still 
               closed. Ted hesitates for a moment, then eases open the door 
               and steps inside.

                                                                    CUT TO:

               INT. BILLY'S ROOM - NIGHT

               TED'S POV

               Billy lies sprawled across the bed, all tangled up in the 
               covers.

               ON TED

               As he crosses to the sleeping child and starts to straighten 
               the covers.

                                     BILLY
                              (tentatively)
                         Daddy?

                                     TED
                              (all anger gone)
                         Yeah?

                                     BILLY
                         I'm sorry...

                                     TED
                              (kisses him)
                         That's okay, pal. Go back to sleep. 
                         It's very late.

               He starts to get up, when:

                                     BILLY
                         Daddy?

                                     TED
                         Uh huh?

                                     BILLY
                              (very quiet)
                         Are you... gonna go... away?

               ON TED

               Stunned at the question.

                                     TED
                         Of course I'm not going away. I love 
                         you very much. I'll be right here.

               There is a beat of silence, then:

                                     BILLY
                              (it comes pouring out)
                         That's why mommy left... isn't it? 
                         'Cause I was bad...

               The boy begins to weep.

                                     TED
                              (he puts his arm around 
                              Billy and holds him 
                              close)
                         Oh, Christ... Oh, Christ...
                              (he thinks for a 
                              moment, then:)
                         No, pal. Your mom loves you very 
                         much. The reason she left didn't 
                         have anything to do with you.
                              (pause, this is very 
                              painful)
                         Look, I don't know if this will make 
                         any sense to you, okay? But I'll try 
                         and explain. You see the reason your 
                         mom left was because... Well, I guess 
                         it was because I kept trying to make 
                         her into a certain kind of person... 
                         Make her be the way I thought a wife 
                         was supposed to be. Only she wasn't 
                         like that. She was...
                              (smiles to himself)
                         Well, she wasn't like that. And now, 
                         when I think about it, I can see she 
                         tried very hard to be like I wanted 
                         - very hard. And when she couldn't, 
                         then she tried to tell me about it. 
                         Only I wouldn't listen. I guess I 
                         thought that if I was happy, that 
                         meant she was happy too. Only she 
                         wasn't. The truth is, the only reason 
                         she didn't leave a lot sooner was 
                         because she loves you so much. Joanna 
                         stayed until she couldn't stand me 
                         any longer and then she left... But 
                         it wasn't you, pal. It wasn't you.

               There is a long beat of silence as Billy thinks about this.

               Clearly an enormous burden has been lifted from his shoulders.

               Finally:

                                     BILLY
                         Is mom ever coming back?

                                     TED
                         You mean for good?

               Billy nods.

                                     TED
                         I don't think so.

                                     BILLY
                              (thoughtfully)
                         Oh...

               Ted gets to his feet, starts for the door.

                                     TED
                         Now go to sleep. It's very late.

                                     BILLY
                         Good night.

                                     TED
                         Sleep tight.

                                     BILLY
                         Don't let the bedbugs bite.

                                     TED
                         See you in the morning light.

                                     BILLY
                         Dad?

               Ted pauses in the doorway, smiles.

                                     TED
                         Yes?

                                     BILLY
                         I love you...

                                                                    CUT TO:

               EXT. CENTRAL PARK - DAY

               SERIES OF TRACKING SHOTS

               As Ted runs along beside Billy, who is learning to ride a 
               bike.

               Then, in the last shot, Ted lets go of the bike and runs 
               along just behind. Slowly as Billy gains confidence he speeds 
               up, leaving Ted farther and farther behind. Finally, as Billy 
               glances over his shoulders.

                                                                    CUT TO:

               TED'S POV

               As the boy, by now a considerable distance away, turns and 
               waves.

               ON TED

               Waving back, a grin of enormous pride on his face. He glances 
               around, embarrassed to make sure no one is watching and wipes 
               tears from his eyes.

                                                                    CUT TO:

               EXT. STREET - DAY

               ON A BUS

               As it pulls to a stop and a mob of mothers and children get 
               off.

               Among them we spot Billy and Ted Kramer. THE CAMERA PANS 
               WITH THEM as they cross the street and enter the school 
               building. THE CAMERA CONTINUES IT'S PAN across the street, 
               to a Coffee Shop with large plate glass windows facing the 
               school. There, standing in the window, watching, is Joanna 
               Kramer. HOLD AS THE CAMERA SLOWLY ZOOMS IN ON HER and we SEE 
               a look of overwhelming pain on her face.

                                                                    CUT TO:

               EXT. PLAYGROUND, CENTRAL PARK - AFTERNOON

               ON TED AND THELMA

               Sitting on a bench, the area around them is stacked high 
               with toys that the kids have brought with them to the park.

               OFF SCREEN we can HEAR Billy and Kim racing around, playing.

                                     TED
                              (a little too casual)
                         Thel, you ever hear from Joanna?

                                     THELMA
                              (also with deliberate 
                              nonchalance)
                         Not for a couple of months. The last 
                         time I heard from her she was living 
                         in San Francisco.

                                     TED
                              (surprised)
                         California?

                                     THELMA
                              (watching him)
                         Uh, huh... She said she had a good 
                         job, was playing a lot of tennis. 
                         She wanted to know all about Billy.

               There is a beat of silence, then:

                                     TED
                              (the real question)
                         She ever ask about me?

                                     THELMA
                              (lying)
                         Uh, huh... Yeah...

                                     TED
                         What d'you tell her?

                                     THELMA
                         I told her you're doing a pretty 
                         good job.

                                     BILLY (O.S.)
                         Daddy! Daddy!

               Ted glances around:

               HIS POV

               Billy and Kim are standing near the jungle Jim. Billy has a 
               toy airplane in his hand.

                                     BILLY
                         Daddy, look! Presenting Billy Kramer's 
                         Fantastic Superjet!

               And he begins to race around the area, making jet noises and 
               holding the airplane in his hand.

               REVERSE ON TED

               Watching him, smiling.

               ON BILLY

               Weaving in and around the benches. He turns and starts back 
               towards Ted. As he does:

               QUICK CUT: INSERT:

               Billy's foot, as he trips.

               ON BILLY

               As he starts to fall, still holding onto the airplane.

               QUICK CUT: TED

               Watching, horrified.

               ON BILLY

               As he hits the concrete.

               ON TED

               He leaps to his feet, starts toward the boy.

               ON BILLY

               As he looks up.

               JUMP CUT IN TO EXTREME CLOSEUP

               There is a terrible-looking gash running from his cheek into 
               his hairline.

               Kim screams at the sight of the blood.

                                     BILLY
                              (terrified)
                         Daddy!

                                                                    CUT TO:

               EXT. ENTRANCE TO CENTRAL PARK - AFTERNOON

               ON THE ENTRANCE

               As Ted, carrying Billy, wrapped in his coat, comes barreling 
               out of the park, nearly knocking over several people with 
               shopping bags, and begins running like hell WITH THE CAMERA 
               TRACKING JUST IN FRONT OF HIM. In the BACKGROUND we SEE Thelma 
               and Kim chasing after him. THE LENGTH OF THE TRACKING SHOT 
               SHOULD BE MUCH LONGER THAN WE EXPECT. IT SHOULD, IN FACT, 
               COVER THE THREE CITY BLOCKS BETWEEN THE KRAMER APARTMENT AND 
               THE HOSPITAL, ACROSS STREETS WITHOUT STOPPING FOR THE LIGHT, 
               ALONG CROWDED SIDEWALKS WITHOUT STOPPING, ENDING FINALLY ON 
               THE EMERGENCY ENTRANCE TO THE HOSPITAL. IT MUST BE GENUINELY 
               SUPERHUMAN, GENUINELY HEROIC.

                                                                    CUT TO:

               INT. EXAMINATION ROOM, EMERGENCY SECTION, HOSPITAL - DAY

               ON TED KRAMER

               He is covered with Billy's blood, it is on his face, his 
               shirt, his trousers. At the moment 'he stands helpless, 
               watching as, Off-Screen, a surgeon examines Billy's wound.

                                     SURGEON (O.S.)
                              (calm, reassuring)
                         That's good, Billy... That's a brave 
                         boy... Now then, how's that? Now 
                         we've cleaned it out...

               WIDER SHOT

               Billy lies on the examining table with the doctor bending 
               over him.

                                     SURGEON
                         There. That wasn't so bad, was it?

               Billy doesn't say anything.

                                     SURGEON
                         Now then, you just wait here, Billy. 
                         I want to talk to your dad for a 
                         minute.

               The doctor motions for Thelma to wait with Billy and he 
               crosses to Ted who stands in the doorway.

               CLOSER IN ON THEN

                                     SURGEON
                              (low voice, again 
                              calm and reassuring)
                         Your boy is very lucky, Mr. Kramer. 
                         One inch over and it would have caught 
                         the eye.

               REACTION TED

                                     SURGEON
                         But I'm going to have to take some 
                         stitches.

                                     TED
                              (flat)
                         How many?

                                     SURGEON
                         Ten.

               Ted closes his eyes, there is a sharp intake of breath.

                                     SURGEON
                         Because of the position of the wound 
                         and your son's age, I don't think 
                         there will be much of a scar. 
                         Otherwise I'd call in a plastic 
                         surgeon.

               Ted nods.

                                     SURGEON
                         Now, I'd advise you to wait outside. 
                         It'll be eas -

                                     TED
                              (like a shot)
                         No.

                                     SURGEON
                              (reasonable)
                         Mr. Kramer, there's -

                                     TED
                              (softly, but with 
                              real vehemence)
                         Fuck you. He's my son. I'm staying 
                         with him.

                                                                    CUT TO:

               CLOSE ON TED

               He holds his son tightly while the doctor stitches up the 
               boy's wound. From THIS CAMERA ANGLE we can SEE Ted's face, 
               but only the back of Billy's head. Although we do not see 
               the stitches being made, we do SEE the doctor's hand, with 
               the needle and surgical thread as it moves into and out of 
               view with a slow, steady rhythm. Billy's hand clutches Ted's 
               so tightly that the knuckles are white.

                                     BILLY
                              (softly, as each stitch 
                              is taken)
                         Ohhh... Ohhhh... Ohhhhh...

                                     TED
                              (whispering to his 
                              child)
                         It's okay, son... I'm here... Just a 
                         little more to go... Don't worry, 
                         son... I'm here...

                                                             FADE TO BLACK:

               EXT. KRAMER APT. BLDG. - NIGHT

               WIDE SHOT

               It is late, only a few lights are still on.

                                                                    CUT TO:

               INT. BILLY'S ROOM - NIGHT

               ON BILLY

               He lies in bed, fast asleep, his head swathed in bandages. 
               THE CAMERA PANS AWAY FROM HIM across to Ted, who sits in a 
               nearby rocking chair, watching his son. HOLD FOR A BEAT, 
               then Ted gets to his feet, walks quietly to the door and 
               steps out into the hall, closing the door behind him.

                                                                    CUT TO:

               INT. KITCHEN - NIGHT

               WIDE SHOT

               Thelma having washed and dried the dishes is now wiping off 
               the top of the counter top, more to keep busy than anything 
               else. She looks around as Ted enters.

                                     THELMA
                         How is he?

               REVERSE ON TED

               Standing in the doorway. He hasn't changed his clothes and 
               he is still covered with blood.

                                     TED
                              (nods)
                         He's okay... Thel, can I ask you a 
                         favor?

                                     THELMA
                         Sure.

                                     TED
                         I don't mean a little favor. I mean 
                         a big F favor.

               Thelma nods. She watches Ted closely. He doesn't look at 
               her.

                                     TED
                         Thelma, if I die -

                                     THELMA
                              (aghast)
                         What?

                                     TED
                              (quickly)
                         I didn't say I'm going to die, but 
                         if I should -

                                     THELMA
                              (deeply upset)
                         Don't say that! I don't want to hear 
                         you say that!

                                     TED
                              (firmly)
                         Thel, listen to me. If, on the million 
                         to one shot that I should -
                              (correcting himself)
                         That anything should happen to me. 
                         Would you take care of Billy?

                                     THELMA
                              (amazed)
                         Me?! You want me to take care of 
                         Billy?!

                                     TED
                         I thought about it a lot and you're 
                         the only person I know that I trust 
                         with him. I mean, if anything happened 
                         to me, he'd be okay with you. You're 
                         a good mother.

               Silence. Thelma looks away from him.

                                     TED
                              (hastily)
                         I know it's not an easy thing to 
                         answer.

               Silence. She still cannot look at him.

                                     TED
                         Look, if it's too much responsibility 
                         -

               Thelma nods, unable to speak.

                                     TED
                         You're sure?

               She nods again.

                                     TED
                         Thank you, Thel. Thank you very much.

                                                                    CUT TO:

               INT. BILLY'S ROOM - EARLY MORNING

               MEDIUM SHOT ON BILLY

               As he lies in bed asleep. Some time has passed and Billy's 
               bandage is much smaller. HOLD ON HIM as we HEAR OFF SCREEN 
               Sound: From the street below, the regular six-forty-five 
               garbage truck that serves as Billy's alarm clock.

               HOLD ON BILLY

               As he wakes up, struggles to his feet.

               THE CAMERA TRACKS WITH HIM as, eyes closed, he stumbles into 
               the bathroom, pees, and still not remembering to flush the 
               toilet walks into the bedroom and wakes his father. As the 
               child turns and walks toward the kitchen, THE CAMERA HOLDS 
               ON TED. He heaves himself to his feet and, eyes closed, in 
               much the same manner as his son, stumbles into the bathroom. 
               He automatically flushes the toilet without bothering to 
               look, walks into the living room, opens the front door and 
               picks up the paper. As he starts into the kitchen, he meets 
               Billy coming the other way carrying two plates, a doughnut 
               on each.

               THE CAMERA NOW TRACKS WITH BILLY as he walks into the living 
               room, carefully sets the plates on the dining table, crosses 
               to the television set, and turns it on. He returns to the 
               table, and sits down as Ted appears carrying two glasses of 
               orange juice and vitamins. He takes a seat in the chair 
               opposite Billy and opens his paper and starts to read.

               HOLD ON THEM as they sit without talking, eating their 
               breakfast - the only sound, a children's cartoon program 
               coming from the T.V.

               From time to time Ted glances up from his paper to look across 
               at the cartoon.

               HOLD ON THEM as we SEE that they have become roommates in 
               the best sense of the word.

               EXT. TED'S OFFICE BLDG. - MIDTOWN - DAY

               WIDE SHOT

               It is a gray, cloudy day in mid-November. Snow is falling.

               Sound-effect: a telephone ringing. Then:

                                     TED'S VOICE
                         Hello?

                                     JOANNA'S VOICE
                         Ted?

                                     TED'S VOICE
                         Joanna?

                                                                    CUT TO:

               INT. RESTAURANT, ISLE OF CAPRI - NIGHT

               ON THE DOOR

               As Ted enters, looks around. The Maitre d'hotel approaches. 
               From his attitude, it is clear that Ted and Joanna were 
               regular customers.

                                     MAITRE D'HOTEL
                         Good evening, Mr. Kramer. We haven't 
                         seen you for a long time. Mrs. Kramer, 
                         she waits for you in the back.

                                     TED
                         Thank you, John.

               THE CAMERA TRACKS WITH TED as he walks toward the back room 
               of the restaurant. Several waiters approach and say hello, 
               the piano player looks up and smiles. As he reaches the door 
               to the back room.

                                                                    CUT TO:

               INT. BACK ROOM

               TED'S POV - JOANNA

               She sits against the wall, a glass of white wine in front of 
               her.

               She is dressed simply and no longer has a tan. Nevertheless, 
               Joanna is still stunningly beautiful. HOLD ON HER FOR A BEAT 
               as she looks up, smiles.

               ON TED

               He stands watching her, his knees weak. It is impossible not 
               to fall in love with her all over again.

               TWO SHOT

               As he crosses to her table, sits down.

                                     JOANNA
                         Hello, Ted. You look well.

                                     TED
                         So do you.

               The waiter appears, carrying a scotch and soda. He sets it 
               down on the table in front of Ted.

                                     WAITER
                         The usual, Mr. Kramer.

                                     TED
                              (not taking his eyes 
                              off Joanna)
                         Thanks, Gino.

               The waiter nods and promptly disappears.

                                     JOANNA
                         How's the new job?

                                     TED
                         Fine.

               There is a self-conscious pause. From the bar, the piano 
               player begins playing a new song. From Ted and Joanna's 
               reaction, it is clearly a song that has meant a great deal 
               to them in the past.

               They listen for a moment, then:

                                     TED
                         Look at us, Joanna. Just like any 
                         old married couple having dinner. 
                         Who would believe it.

                                     JOANNA
                         Yes... How's Billy?

               ON TED

               The question he has been dreading.

                                     TED
                         He's great... except...
                              (not looking at her)
                         ...Except he had... he fell and he 
                         cut his face. He... He has a scar, 
                         Joanna, from about here to here.
                              (indicating where and 
                              how big)

               There is a beat of silence. A moment of shared feeling.

                                     TED
                              (he has to say it to 
                              someone)
                         I can't help but feel somehow... 
                         it's my fault. I keep thinking I 
                         could've done something - stopped 
                         it...

                                     JOANNA
                         You can't tell it from a distance, 
                         Ted.

               For the first time he looks up at her.

                                     TED
                         What?

               CROSS-CUTTING BETWEEN THEM:

                                     JOANNA
                         I've seen him.

                                     TED
                         You have?

                                     JOANNA
                         A few times. Sometimes I sit in that 
                         coffee shop across the street and 
                         watch when you take him to school.

               ON TED

               Speechless.

                                     JOANNA
                         He looks like a terrific kid.

                                     TED
                         He is...
                              (he still can't get 
                              over it)
                         You sat in that coffee shop across 
                         from school -

                                     JOANNA
                              (completing the 
                              sentence)
                         Watching my son... Ted, I've been 
                         living in New York for the past two 
                         months.

                                     TED
                              (amazed)
                         You've been living here, in the city?

                                     JOANNA
                              (a deep breath)
                         Ted... The reason I wanted to see 
                         you... I want Billy back.

                                     TED
                         You want what?!

                                     JOANNA
                              (firm)
                         I want my son. I'm through sitting 
                         in coffee shops looking at him from 
                         across the street. I want my son.

                                     TED
                         Are you out of your mind?! You're 
                         the one that walked out on him, 
                         remember?

                                     JOANNA
                              (trying to explain)
                         Ted, listen to me... You and I, we 
                         had a really crappy marriage -
                              (hastily)
                         Look, don't get so defensive, okay? 
                         It was probably as much my fault as 
                         it was yours... Anyway when I left I 
                         was really screwed up -

                                     TED
                         Joanna, I don't give a -

                                     JOANNA
                              (she will be heard)
                         Ted, all my life I'd either been 
                         somebody's daughter or somebody's 
                         wife, or somebody else's mother. 
                         Then all of a sudden, I was a thirty-
                         two-year-old, highly neurotic woman 
                         who had just walked out on her husband 
                         and child. I went to California 
                         because that was about as far away 
                         as I could get. Only... I guess it 
                         wasn't far enough. So I started going 
                         to a shrink.
                              (leaning forward, 
                              very sincere)
                         Ted, I've had time to think. I've 
                         been through some changes. I've 
                         learned a lot about myself.

                                     TED
                              (like a shot)
                         Such as?

               Silence.

                                     TED
                              (boring in)
                         Come on, Joanna, what did you learn? 
                         I'd really like to know.

               Silence.

                                     TED
                              (relentless)
                         One thing, okay? Just tell me one 
                         goddam thing you've learned.

               There is a beat of silence, then:

                                     JOANNA
                              (quiet, determined)
                         I've learned that I want my son.

               ON TED

               He reacts as though he has been slapped.

                                     TED
                         Joanna, go be a mother. Get married, 
                         have kids. Don't get married, have 
                         kids. Do whatever you want. I don't 
                         give a damn. Just leave me out of it 
                         - and leave my baby out of it.

                                     JOANNA
                         Ted, if you can't discuss this 
                         rationally -

                                     TED
                              (getting to his feet)
                         Joanna, go fuck yourself!

               And with that he turns on his heels and stalks out of the 
               restaurant.

                                                                    CUT TO:

               INT. LAWYER'S OFFICE - DAY

               WIDE SHOT

               A large, very plush office: lots of antiques, beautiful 
               nineteenth century paintings on the wall along with 
               autographed photographs of at least three ex-Presidents of 
               the United States. Sitting behind a large and imposing desk 
               is JOHN SHAUNESSY, a handsome, formidable man in his early 
               sixties. He is well-dressed, a cornflower in his buttonhole, 
               that sort of thing. At the moment, Shaunessy leans back in 
               his chair as Ted finishes his story.

                                     TED
                              (leaning forward, 
                              intense)
                         Look, she walked out on her own child, 
                         right? That's desertion, right? Mr. 
                         Shaunessy, I'm telling you it's an 
                         open and shut case.

                                     SHAUNESSY
                         First, there's no such thing as an 
                         open and shut case. Especially where 
                         custody is involved. Got it?

               Ted nods.

                                     SHAUNESSY
                         Second, the burden is on us to prove 
                         your ex-wife is an unfit mother. 
                         That means I'm going to have to play 
                         rough and, if I play rough, you can 
                         bet they will too. Can you take that, 
                         Mr. Kramer?

               Ted nods.

                                     SHAUNESSY
                         Third, it'll cost you five thousand 
                         dollars.

               REACTION TED

               That's an astronomical amount of money to him.

                                     SHAUNESSY
                         That's if we win. If we lose, you 
                         could end up having to pay your wife's 
                         court costs as well.

                                     TED
                              (determined)
                         Fine.

                                     SHAUNESSY
                         Good. You've hired yourself a hell 
                         of a lawyer, Mr. Kramer.
                              (down to business)
                         How old is the child?

                                     TED
                         Six.

               ON SHAUNESSY

               He shakes his head.

                                     SHAUNESSY
                         That's tough. In most cases involving 
                         a child that young, the court tends 
                         to side with the mother.

               ON TED

               Agitated. This is not what he wanted to hear.

                                     TED
                         But she signed over custody. Here...

               He digs in his pockets, pulls out a piece of paper and thrusts 
               it at the lawyer.

                                     SHAUNESSY
                              (glancing at it)
                         I'm not saying we don't have a shot, 
                         but it won't be easy...
                              (thinks for a moment)
                         Mr. Kramer, do me a favor. There is 
                         something I find very helpful in 
                         matters like this. I sit down and 
                         make a list of all the pros and cons 
                         on an issue. I actually write them 
                         down and look at them. I want you to 
                         do that, okay? Then, after that, if 
                         you're really sure you want to retain 
                         custody of your child - then we'll 
                         go in there and whip their asses.

                                                                    CUT TO:

               INT. LIVING ROOM - KRAMER APT. - LATE AT NIGHT

               WIDE SHOT

               Ted sits at the dining table, the supper dishes have been 
               pushed aside. He has a legal pad in front of him and is 
               writing. THE CAMERA DOLLIES IN CLOSER.

               INSERT - TED'S POV

               The legal pad. On one side Ted has written "Pro" and on the 
               other, "Con." Underneath "Con" Ted has written a long list 
               of the drawbacks involved in keeping Billy: Sex Life, Money, 
               Possibility of Remarriage, Sleep, Emotional Dependence. The 
               "Pro" side of the list is empty.

               ON TED

               He sits for a moment, staring at the list, then he crumples 
               the paper, gets to his feet.

                                                                    CUT TO:

               INT. BILLY'S ROOM - NIGHT

               ON THE DOOR

               As Ted enters. He crosses to Billy's bed where the child is 
               fast asleep, sits down on the edge, and starts to rub the 
               child's back.

                                     TED
                         I love you Billy Kramer.

                                     BILLY
                              (half-asleep)
                         I love you too daddy.

               Ted kisses the child, gets to his feet and starts toward the 
               door.

                                     TED
                         Sleep tight. Don't let the bedbugs 
                         bite...

                                     BILLY
                              (almost asleep again)
                         See you in the morning light...

                                                                    CUT TO:

               INT. O'CONNOR'S OFFICE - DAY

               WIDE SHOT

               O'Connor stands with his back to Ted, looking out the window. 
               From the beginning this is clearly an awkward and unpleasant 
               moment.

                                     O'CONNOR
                              (scared to do what he 
                              is about to do)
                         Look, ah... Ted. I just got word 
                         from the guys at Revlon and... ah 
                         they did some marketing tests on our 
                         campaign and the results were...

               CLOSE ON TED

               Hold on him listening as it slowly dawns on him that he is 
               being fired.

                                     O'CONNOR
                              (stiff)
                         Disappointing. It only pulled a 
                         fourteen share and they were hoping 
                         for a twenty five minimum, and... 
                         ah... they're not very happy and... 
                         Well, the guys have decided they 
                         want to... ah, re-think the entire 
                         concept and... Look, I don't like 
                         having to do this, okay?... But... I 
                         mean, what I mean is... ah, I'm going 
                         to have to... ah, let you go -

                                     TED
                              (not really sure he 
                              heard right)
                         Are you firing me, Jim?

               ON O'CONNOR

               He still has his back to Ted.

                                     O'CONNOR
                         C'mon, Ted, don't get emotional. 
                         Okay?
                              (whining)
                         Look, this isn't exactly an easy 
                         thing for me to do, y'know? I swear 
                         Murray and I did everything we could, 
                         but those sons of bitches were out 
                         for blood. I mean it was all I could 
                         do to keep the account inside the 
                         shop... Look, I promise, if I hear 
                         of anything I'll let you know first 
                         thing.

               Ted, I want - O'Connor looks around.

                                     O'CONNOR
                         Ted?...

               HIS POV

               The room is empty, the door stands open and Ted is gone.

                                     O'CONNOR'S VOICE
                         Ted?...

                                                                    CUT TO:

               INT. TED'S OFFICE - DAY

               WIDE SHOT

               As Ted grabs a picture of Billy from his desk, takes his 
               jacket and coat and stalks out the door.

                                                                    CUT TO:

               EXT. STREET - DAY

               TRACKING ALONGSIDE TED

               As he walks along the street in a state of total shock. Behind 
               him, in the windows of expensive stores we note Christmas 
               decorations.

                                                                    CUT TO:

               INT. INTERVIEW ROOM, EMPLOYMENT AGENCY - DAY

               WIDE SHOT

               Ted sits across from the interviewer, a polished young man 
               in his middle twenties, very efficient, he sounds a bit like 
               a tape recording.

                                     INTERVIEWER
                              (glancing at a form 
                              Ted has filled out)
                         Ummm, hmmm... umm, hmmm...
                              (the good news)
                         Well, this looks very good.. Of course
                              (the bad news)
                         ...you understand this is the worst 
                         time of the year to look for a job.

                                     TED
                              (panic)
                         What?! What do you mean, I don't 
                         understand.

                                     INTERVIEWER
                              (patronizing)
                         Mr. Kramer, nobody even thinks about 
                         leaving their job until after they 
                         get their Christmas bonus.

                                     TED
                         Look, you don't understand. I need a 
                         job. I've got a kid and -

                                     INTERVIEWER
                              (smooth)
                         I understand and I'm absolutely sure 
                         something wonderful will turn up...
                              (ending any further 
                              discussion)
                         ...after the first of the year.

                                                                    CUT TO:

               EXT. STREET - DAY

               ON A TELEPHONE BOOTH

               Ted stands inside, talking on the phone. AS THE CAMERA DOLLIES 
               IN CLOSER, he hangs up the receiver and takes the employment 
               section of the New York Times which is filled with listings 
               he has circled and crosses off one. He goes on to the next, 
               takes a dime from the stack on the shelf in front of him and 
               starts to dial.

                                                                    CUT TO:

               EXT. TED KRAMER'S APT. HOUSE - EVENING

               ESTABLISHING SHOT

                                                                    CUT TO:

               INT. KITCHEN - NIGHT

               ON TED

               Who stands at the sink doing the last of the dishes. A 
               dishtowel is tucked into his belt, serving as an apron. HOLD 
               ON HIM as we HEAR:

               Sound-effect: The phone ringing.

               Ted wipes his hands, picks up the phone.

                                     TED
                         Uh, huh?

                                     SECRETARY'S VOICE
                              (from the phone)
                         Mr. Kramer? Please hold for Mr. 
                         Shaunessy...

               Then, a moment later:

                                     SHAUNESSY'S VOICE
                         Ted? They've set the court date. I 
                         just heard today... It's...
                              (checking his notes)
                         January sixth.

                                     TED
                              (despair)
                         Oh, Christ.. .John, there's some- 
                         thing I ought to tell you. My... ah, 
                         situation has... changed. I lost my 
                         job.

               There is a long pause, too long.

                                     TED
                         John?

                                     SHAUNESSY'S VOICE
                              (thoughtfully)
                         Ted, I won't lie to you, we don't 
                         have a hope in hell of winning a 
                         custody hearing if you're out of 
                         work.

               Ted doubles over the phone like he has been hit in the 
               stomach.

                                     TED
                              (softly, but with 
                              real feeling)
                         Good Christ, Joanna, just get the 
                         hell out of my life.

                                     SHAUNESSY'S VOICE
                         Ted? Are you there?

                                     TED
                         Yeah.

                                     SHAUNESSY'S VOICE
                         Any prospects?

                                     TED
                              (trying to make himself 
                              believe it)
                         Don't worry. I plan to have something 
                         within twenty-four hours, John.

                                     SHAUNESSY'S VOICE
                              (amazed)
                         How the hell are you going to do 
                         that?

                                     TED
                              (grim)
                         I don't know.

               INT. INTERVIEW ROOM - EMPLOYMENT AGENCY - DAY

               WIDE SHOT

               The same young man sits across the desk from Ted.

                                     INTERVIEWER
                              (smirk)
                         Mis-ter Kramer, as I mentioned 
                         yesterday, this is a very bad time 
                         of year to look for work. Now I'm 
                         sure we'll have something for you by 
                         mid-February, March at the latest.

               CLOSE ON TED

               Leaning forward, impatient.

                                     TED
                         I need a job, now.

               CROSS-CUTTING BETWEEN THEM:

               The interviewer gives Ted a weary look. Then he starts to 
               flip through the card file.

                                     INTERVIEWER
                              (going through the 
                              motions)
                         No... No... No...

               Finally he pauses at one card, pulls it out.

                                     INTERVIEWER
                              (doubtfully)
                         There might be something at J. Walter 
                         Thompson. But...
                              (shaking his head)
                         ...I don't think they're really 
                         serious. The position's been open 
                         for two months and...
                              (shrugs)
                         They may just be on a fishing 
                         expedition.
                              (cheerful)
                         I'm sure you'll be much happier if 
                         you wait until after the first -

                                     TED
                              (checking his watch)
                         Call up the people at J. Walter 
                         Thompson. Set up an appointment at 
                         four.

                                     INTERVIEWER
                              (politeness strained 
                              almost to the breaking 
                              point)
                         Mis-ter Kramer, it's...
                              (checking his watch)
                         ...almost four now. It's the Friday 
                         before Christmas. Nobody is going to 
                         want to -

                                     TED
                              (leaning forward, 
                              tough as nails)
                         Either you call and set up the 
                         appointment, or I'll call. And if I 
                         call, you lose the commission.

                                     INTERVIEWER
                              (arch)
                         My, we are a hot shot aren't we?

               Ted is already on his feet and halfway out the door.

                                     TED
                         You bet your ass.

                                                                    CUT TO:

               INT. OFFICE ADVERTISING MANAGER, J. WALTER THOMPSON - LATE 
               AFTERNOON

               It is dark outside and the lights are on in the office. From 
               beyond the door, we can hear the sounds of a Christmas office 
               party in full swing.

               ON JACK ACKERMAN

               The advertising manager. A balding man in his mid-forties, 
               he wears a suit, complete with vest. At the moment he sits 
               behind his desk listening to Ted's spiel, from time to time 
               he glances at the resume on the desk in front of him.

                                     TED (O.S.)
                         So, Mr. Ackerman, as you can see 
                         from my resume, my experience in 
                         setting up the leisure package concept 
                         means that I've spent a lot of time 
                         working along the same lines as your 
                         multiple buys and your regional 
                         advertising ideas. I know the 
                         pitfalls, but - and this is more 
                         important - I know the potential 
                         revenue for the company inherent in 
                         these programs.

               ON TED

               As he finishes. He sits back, pleased with himself.

               CROSS-CUTTING BETWEEN THEM:

                                     ACKERMAN
                         Well, Mr. Kramer, I must say this 
                         has been very impressive. I'd like 
                         to think about it and get back to 
                         you.

                                     TED
                              (leaning forward)
                         Mr. Ackerman, is there anyone else 
                         that I should see before you come to 
                         a decision.

                                     ACKERMAN
                         Mr. Spencer, our Advertising Director.

                                     TED
                              (no time to waste)
                         Could I see him right away?

                                     ACKERMAN
                              (taken aback)
                         I'm sorry, but he's leaving this 
                         evening for a two-week vacation. 
                         I'll set up something the moment he 
                         gets back.

               He gets to his feet, starts to shake Ted's hand, ready to 
               end the interview.

                                     TED
                         I'd like to see him now - before he 
                         leaves.

                                     ACKERMAN
                         Mr. Kramer, I don't think -

                                     TED
                              (means it)
                         I want this position very much.

               Ackerman gives Ted a long, considered look, then:

                                     ACKERMAN
                         Wait here.

               He turns and goes out the door.

                                                                    CUT TO:

               INT. OUTER OFFICE, J. WALTER THOMPSON - LATE AFTERNOON

               The large room is crowded with secretaries, junior executives, 
               researchers, editors, ad-men, etc., etc. They all have drinks 
               in their hands and there is a good deal of kissing and general 
               conviviality going on.

               THE CAMERA TRACKS WITH ACKERMAN as he steps out of his office, 
               closes the door behind him and makes his way across the room 
               to MR. SPENCER, the Advertising Director. At the moment, 
               Spencer stands with his coat over one arm and a drink in his 
               hand talking to a very pretty young woman. Ackerman approaches 
               him, whispers something in his ear. Spencer shakes his head 
               and points to his watch. Ackerman says something else and 
               finally, with a look of weary resignation, Spencer excuses 
               himself from the pretty young woman and follows Ackerman 
               back to his office. THE CAMERA FOLLOWS THEM. As Ackerman 
               opens the door to his office, THE CAMERA IS ANGLED so that 
               we can SEE past them, into the office where Ted stands 
               waiting.

                                     ACKERMAN
                              (as they enter)
                         Mr. Spencer, Mr. Kramer.

                                     SPENCER
                              (not wasting any time)
                         So you're the go-getter. All right, 
                         you've got ten minutes.

               As the door closes behind them, blocking our view, THE CAMERA 
               PANS UP to a clock over the door. It reads five-fifteen.

                                                         MATCH DISSOLVE TO:

               INT. ACKERMAN'S OFFICE - LATE AFTERNOON

               ON A CLOCK

               Which now reads five twenty-two. THE CAMERA PULLS BACK TO 
               REVEAL Spencer, now sitting in Ackerman's chair, his feet on 
               Ackerman's desk. Ted has just finished his pitch.

                                     SPENCER
                              (sipping his drink)
                         That's very interesting, Mr. Kramer. 
                         I must say, it's very interesting. 
                         Let me think about it. I'll let 
                         Jack...
                              (indicating Ackerman)
                         ...know and he'll get in touch with 
                         you.

               Spencer gets to his feet, starts to retrieve his coat.

               ON TED

               As he decides to take a gamble.

                                     TED
                         Excuse me, I believe you said I had 
                         ten minutes.

               ON SPENCER

               Almost at the door, looking around.

                                     SPENCER
                         Well?

               ON TED

               Checking his watch.

                                     TED
                         That means I've got two minutes left. 
                         I understand you're paying twenty-
                         five.

               Spencer nods.

                                     TED
                              (a deep breath, then 
                              a real huckster)
                         All right, I'll tell you what I'm 
                         gonna do - I'll take the job at twenty-
                         two-five. Now, that's twenty-five 
                         hundred less than you're offering. 
                         The only thing is, you have to say 
                         yes right now. Not tomorrow. Not 
                         next week. Not after the holidays. 
                         It's worth it to me for a yes right 
                         now and I'll take twenty-five hundred 
                         less.

               There is a long beat of silence as Spencer and Ackerman look 
               at one another. They were clearly not prepared for this.

                                     TED
                              (watching them)
                         Today only. One day only. Twenty-two 
                         five.

                                     SPENCER
                         Mr. Kramer, can we talk privately 
                         for a moment?

                                     TED
                         Certainly.

                                                                    CUT TO:

               OUTER OFFICE - LATE AFTERNOON

               ON TED

               As he steps out of Ackerman's office, sits down. Now, all of 
               the fear, all of the anxiety that he has been fighting down 
               comes welling up. What if he pushed too hard? What will he 
               do if he doesn't get a job? If Ted Kramer could fall to his 
               knees and pray, he would.

               CROSS-CUT WITH THE CHRISTMAS PARTY

               That swirls around him. We notice in particular, one very 
               pretty young woman flirting with a number of men. She is 
               wearing a dress with straps, one of them has broken and she 
               has patched it with a piece of masking tape.

               Finally the door to Ackerman's office opens and he steps 
               out.

                                     ACKERMAN
                         Mr. Kramer?

               Ted jumps to his feet, starts into the office.

                                                                    CUT TO:

               INT. ACKERMAN'S OFFICE - LATE AFTERNOON

               ON SPENCER

               He looks at Ted carefully for a long time, then:

                                     SPENCER
                              (grins)
                         Welcome aboard, Mr. Kramer.

               CLOSEUP TED

               There is an instant of relief, then, with astounding cool:

                                     TED
                         Well, gentlemen, I'm pleased to be 
                         with you.

               ANOTHER ANGLE

               As they shake hands, say their good-byes. THE CAMERA TRACKS 
               WITH TED as he makes his way through the Christmas party 
               that is still going strong. Then, suddenly, as he passes the 
               very pretty woman we noticed earlier, he turns and kisses 
               her.

               QUICK CUTS

               As a look passes between them, a sudden chemistry, something 
               we have not seen in Ted before.

                                     TED
                              (steps back from the 
                              astounded girl, grins)
                         Merry Christmas.

                                                                    CUT TO:

               EXT. STREET - DAY

               ON A BUS

               As it pulls to a stop, the doors open and, along with the 
               usual flood of mothers and children we SEE Ted and Billy. 
               THE CAMERA TRACKS WITH THEM as they walk to school. Billy is 
               talking a mile a minute, describing in minute detail the 
               plot of an episode of "I Dream of Jeannie." Ted listens 
               intently, then, almost involuntarily, he glances over his 
               shoulder in the direction of the Coffee Shop.

               HIS POV

               There, standing in the window, watching, is Joanna.

               ON TED AND BILLY

               As they continue to walk. Ted's eyes remain on Joanna. As 
               they reach the door to the school, Ted looks at his son.

                                     TED
                              (kissing Billy goodbye)
                         You're a terrific kid, Billy Kramer.

               He stands watching as Billy rushes off into the building. 
               Then he turns back and once again looks in the direction of 
               the Coffee Shop.

               HIS POV

               This time there is no one there.

                                                                    CUT TO:

               EXT. KRAMER APT. BLDG. - NIGHT

               ESTABLISHING SHOT

               HOLD FOR A BEAT as we HEAR:

               OFF SCREEN Sound: A telephone ringing. Then, a moment later:

                                     TED'S VOICE
                         Hello?

                                     SHAUNESSY'S VOICE
                         Ted? John Shaunessy here. I just got 
                         a call from your wife's lawyer. She 
                         wants to see the kid.

                                                                    CUT TO:

               INT. KITCHEN - KRAMER APT. - NIGHT

               Ted Kramer, the phone cradled against his ear is cleaning up 
               the remains of one of Billy's attempts to make the perfect 
               peanut butter sandwich.

               CLOSE ON TED

               Horrified.

                                     TED
                         What?! She wants what?!

                                     SHAUNESSY'S VOICE
                              (he's been through 
                              this a million times)
                         She's the mother. That means she's 
                         within her legal rights.

                                     TED
                              (agitated)
                         John, what if she kidnaps him. I've 
                         heard all these -

                                     SHAUNESSY
                              (the patience of a 
                              saint)
                         Look, Ted, I don't honestly think 
                         she would go to the trouble of suing 
                         you for custody of the child if she 
                         was planning on kidnapping him.

                                     TED
                              (doubtful)
                         I don't know, John... I mean, to be 
                         brutally honest, I'm not so sure 
                         what kind of mental shape Joanna's 
                         in right now. Y'know she admitted 
                         she was seeing a shrink.

                                     SHAUNESSY'S VOICE
                              (a flicker of interest)
                         You ever see her talk to the walls?

                                     TED
                         No, but -

                                     SHAUNESSY'S VOICE
                         Then you don't have a choice. Have 
                         Billy at the Seventy-Fifth Street 
                         entrance to Central Park, Saturday 
                         at ten.

                                                                    CUT TO:

               EXT. FIFTH AVE. SIDE OF CENTRAL PARK - DAY

               ON TED AND BILLY

               TRACKING IN FRONT OF THEM as they walk along the Central 
               Park side of Fifth Ave. From their attitude it is clear that 
               each of them, for their own reasons, is very nervous.

               TED'S POV - TRACKING FORWARD

               About half a block away Joanna paces back and forth. She 
               hasn't seen them and it is clear that she is as nervous as 
               they are.

               ANOTHER ANGLE ON TED AND BILLY

               Ted stops, turns to Billy and gives him a last-minute check. 
               Then, spotting a smudge he takes his handkerchief, spits on 
               it and wipes the child's chin. Now satisfied, he takes Billy's 
               hand and they continue. Suddenly:

               CLOSEUP BILLY

               As he spots his mother.

                                     BILLY
                         Mommy!

               QUICK CUT: JOANNA

               As she turns, spots Billy, starts to run.

               ON BILLY

               TRACKING WITH HIM as he lets go of Ted's hand and starts to 
               run flat out toward his mother. She kneels, opens her arms 
               wide for him and he goes barreling into her, almost knocking 
               her down from the impact.

                                     JOANNA
                              (somewhere between 
                              laughter and tears)
                         Oh, Billy... Oh my Billy... Oh my 
                         son...

               WIDER SHOT

               Joanna gets to her feet and takes Billy's hand.

                                     JOANNA
                              (to Ted, but looking 
                              at Billy)
                         I'll have him back at six.

               And they start off in the opposite direction.

               ON TED

               Realizing that Billy has not said good-bye, has not looked 
               at him once.

                                                               JUMP CUT TO:

               WIDER SHOT

               Ted stands helpless, watching them leave.

                                                               JUMP CUT TO:

               WIDER SHOT

               Ted, now almost lost from view on the crowded street, still 
               hasn't moved.

                                                             FADE TO BLACK:

               WIDE SHOT

               Ted and Phyllis, getting ready to go to bed. They look like 
               a couple that has been married at least five years. Ted is 
               busy talking as he takes off his tie, jacket and starts to 
               unbutton his shirt. Phyllis is getting undressed also, hanging 
               things in the closet, putting things away in drawers. But as 
               Ted continues to talk, she watches him apprehensively, it is 
               clear that something is wrong.

                                     TED
                              (he has become an 
                              armchair lawyer)
                         So, naturally, you assume that since 
                         Joanna left, that would be a 
                         compelling point against her, right?

                                     PHYLLIS
                              (thoughtful)
                         Right.

                                     TED
                         But it doesn't work that way. A major 
                         decision was handed down by the 
                         Appellate Court in 1969 - in the 
                         case of Haskins vs. Haskins.

                                     PHYLLIS
                         Kramer -

                                     TED
                         Now in Haskins vs. Haskins the court 
                         ruled in favor of the mother, thus 
                         establishing a precedent for awarding 
                         the child to the mother even though 
                         she previously abandoned the baby.

                                     PHYLLIS
                         Kramer... There's something I ought 
                         to tell you.

                                     TED
                         Yeah?

                                     PHYLLIS
                         I've been offered a job in Washington 
                         with H.E.W.

               CLOSE ON TED

               He stops what he is doing, turns to her.

                                     TED
                         And?

                                     PHYLLIS
                              (a deep breath)
                         I'm going to take it.

               REACTION - TED

               He sits down on the bed.

                                     PHYLLIS
                         It's a very good job - too good to 
                         pass up. I'll be handling funding 
                         for the whole...
                              (she stops, sits beside 
                              him on the bed)
                         Look, I...
                              (she means love)
                         ..."like" you a lot. And you...
                              (she means love)
                         ..."like" me, okay? Maybe if it was 
                         a year from now, maybe things would 
                         be different...

                                     TED
                              (quiet)
                         But it's not a year from now, is it?

               She shakes her head, then, reaches out and touches him.

                                     PHYLLIS
                         I'll miss you, Kramer...

               INT. KRAMER APT. - DAY

               ON THE FRONT DOOR

               It is open and standing in the doorway is an attractive woman, 
               a bit overweight and very serious. This is DR. ALVAREZ, the 
               court appointed psychiatrist.

                                     ALVAREZ
                         Mr. Kramer?

                                     TED
                         Yes?

                                     ALVAREZ
                         I'm Dr. Alvarez, Judge Atkins asked 
                         me to look in on your son and prepare 
                         an evaluation sheet.

                                     TED
                         Oh, yes. Won't you come in.

               Dr. Alvarez enters the apartment. Ted helps her off with her 
               coat.

                                     ALVAREZ
                         Where is the child?

                                     TED
                         He's in his room, playing.

                                     ALVAREZ
                         Good. I'll see him in there.

               As Ted carries her coat to the closet, Dr. Alvarez walks 
               into the living room, looks around.

                                     ALVAREZ
                         Mr. Kramer, do you ever have sex in 
                         here with anyone?

                                     TED
                         Doctor, I attempt to conduct my social 
                         life discreetly. At the moment I am 
                         seeing no one.

               CROSS-CUTTING BETWEEN THEM:

                                     ALVAREZ
                         Does that distress you?

                                     TED
                         Not particularly.

                                     ALVAREZ
                         What does?

                                     TED
                         The prospect of losing my child.

                                     ALVAREZ
                              (makes some notes, 
                              then:)
                         Very well, I'd like to see him if I 
                         may.

               They cross to the door of Billy's room. Ted opens it.

               INT. BILLY'S ROOM - DAY

               THEIR POV

               The room is a mess, blocks are stacked everywhere. Billy 
               sits in the middle playing with his toys.

               ON TED AND DR. ALVAREZ

               They stand in the doorway.

                                     TED
                         Billy. This is Dr. Alvarez. She would 
                         like to talk to you.

                                     BILLY
                              (looking up from his 
                              toys)
                         Sure.

               There is an awkward pause as Ted remains in the doorway.

                                     DR. ALVAREZ
                              (pointedly)
                         I'd like to talk to Billy privately.

                                     TED
                              (embarrassed at being 
                              caught)
                         Oh, yeah...

               Reluctantly, Ted leaves, closing the door behind him.

               THE CAMERA TRACKS WITH HIM as he crosses the living room to 
               the couch where he has a stack of legal books and a number 
               of note pads spread out. He is obviously continuing his legal 
               education.

               THROUGH OUT THE FOLLOWING, THE CAMERA REMAINS ON HIS FACE.

                                     ALVAREZ (O.S.)
                         What do you have here, Billy?

                                     BILLY (O.S.)
                         Detroit.

                                     ALVAREZ (O.S.)
                         Have you ever been to Detroit?

                                     BILLY (O.S.)
                         No. But I've been to Brooklyn.

                                     ALVAREZ (O.S.)
                         I see you have people there. What 
                         are their names?

                                     BILLY (O.S.)
                         That's Kim... and this one's Thelma 
                         and that's Mrs. Willewska and this 
                         is daddy and that's Batman and over 
                         there is Robin.

                                     ALVAREZ (O.S.)
                         What about your mommy?

                                     BILLY (O.S.)
                         Oh, sure. Here, this can be mommy.

                                     ALVAREZ (O.S.)
                         Do you like to be with your mommy?

               Ted by now has given up all pretense of working. He wags his 
               pencil in the direction of the door.

                                     TED
                              (the defense attorney)
                         Objection. You're leading the witness.

                                     BILLY (O.S.)
                         Sure.

                                     ALVAREZ (O.S.)
                         What do you like best about her?

                                     BILLY (O.S.)
                         Lunch in a restaurant.

                                     ALVAREZ (O.S.)
                         What do you like best about your 
                         daddy?

                                     BILLY (O.S.)
                         Playing.

                                     ALVAREZ (O.S.)
                         Tell me, does your daddy ever hit 
                         you?

               REACTION - TED

               Eyes wide. He starts to get up.

                                     TED
                         Objection.

                                     BILLY (O.S.)
                         Sure. Lots of times.

               This brings Ted all the way to his feet. He starts across 
               the living room headed for the door to Billy's room.

                                     ALVAREZ (O.S.)
                              (interested)
                         When does he hit you?

               Ted has his hand on the doorknob, about to enter.

                                     BILLY (O.S.)
                         He hits me on the planet Kriptarium, 
                         when I steal the buried treasure 
                         from the famous peanut butter factory.

                                     ALVAREZ (O.S.)
                         In real life when does he hit you?

                                     BILLY (O.S.)
                              (laughing)
                         My daddy doesn't hit me, silly. Why 
                         would my daddy hit me?

                                                                    CUT TO:

               EXT. MODERN OFFICE BUILDING, MIDTOWN - DAY

               WIDE SHOT

               It is a Saturday afternoon. HOLD FOR A BEAT as we SEE Ted 
               Kramer and Billy approaching. Billy is talking a mile a 
               minute. Ted listens intently, absorbed in the boy's 
               description. As they turn into the entrance of the office 
               building:

               INT. CORRIDOR, J. WALTER THOMPSON - DAY

               WIDE SHOT

               A long corridor with desks for secretaries lined up next to 
               doors leading to smaller individual offices. As they approach 
               a door in the foreground that bears a small sign reading, 
               "Ted Kramer":

                                     TED
                              (interrupting Billy, 
                              who is still in the 
                              middle of his story)
                         See. That's my name.

                                     BILLY
                              (looking at the sign)
                         It's my name too.

                                     TED
                         Right.

               As he opens the door:

                                                                    CUT TO:

               INT. TED KRAMER'S OFFICE - DAY

               It is a pleasant enough office, but nothing spectacular, 
               windows that look out over Fifty-seventh Street, simple 
               Formica furniture, that sort of thing.

               ON THE DOOR

               As they enter.

                                     BILLY
                              (he stops dead in his 
                              tracks at the sight 
                              of the office)
                         Wow!

                                     TED
                              (pleased)
                         You like it?

               Billy crosses to the window, presses his nose to the glass, 
               looks out.

                                     BILLY
                         Wow! Is this really where you work?

               Ted nods, walks over to the desk and begins collecting 
               paperwork to do over the weekend. As he does, Billy goes 
               through the office, sitting in every chair, looking in every 
               drawer.

                                     BILLY
                         Is this really your desk?

                                     TED
                         Yep.

                                     BILLY
                         Is that really your chair?

                                     TED
                         Uh huh...

                                     BILLY
                         Wow! That's neat. Can I sit in it?

                                     TED
                         Sure.

               Billy plops himself down in Ted's chair, swivels around.

                                     BILLY
                         Did mommy ever see this?

                                     TED
                         No, she never did.

                                     BILLY
                         Are you going to get remarried?

                                     TED
                         I don't know. I hadn't thought much 
                         about it.

                                     BILLY
                         Are you going to remarried Phyllis?

                                     TED
                              (shaking his head)
                         No.

               CLOSE ON BILLY

               There is a long pause, then:

                                     BILLY
                         Will you and mommy get remarried?

               Ted stops what he is doing, looks across at Billy:

                                     TED
                         No, son. Daddy and mommy will never 
                         get remarried.

                                     BILLY
                              (looking around Ted's 
                              office)
                         Boy, I bet you if mommy ever saw 
                         this she'd remarried you.

                                                                    CUT TO:

               INT. BEDROOM - VERY EARLY IN THE MORNING

               CLOSE ON AN ALARM CLOCK THAT SITS ON A NIGHTSTAND

               As it rings, THE CAMERA PANS ACROSS and we SEE Joanna sitting 
               in bed wide awake, smoking. As she puts out the cigarette 
               she has been smoking and starts to get out of bed,

                                                                    CUT TO:

               INT. KITCHEN - TED KRAMER'S APT. - EARLY MORNING

               ON TED

               Who stands with a cup of coffee in his hands, looking out 
               the window, but not seeing anything. HOLD FOR A BEAT, then 
               he checks his watch and starts for the bedroom.

                                                                    CUT TO:

               INT. JOANNA'S BEDROOM - MORNING

               ON JOANNA

               As she selects a very conservative suit from her closet.

                                                                    CUT TO:

               INT. BILLY KRAMER'S BEDROOM - MORNING

               WIDE SHOT

               As Ted, now fully dressed, wearing a dark blue suit, white 
               shirt, conservative tie, leans over Billy and wakes him.

                                                                    CUT TO:

               INT. COFFEE SHOP - MORNING

               Joanna sits across from her lawyer as he talks to her, 
               intently, giving her last-minute instructions.

                                                                    CUT TO:

               EXT. STREET - MORNING

               ON TED KRAMER

               Taking Billy to school. They stop at the entrance, Ted kisses 
               his son good-bye and stands for a moment watching as the boy 
               runs into the building.

                                                                    CUT TO:

               EXT. COURTHOUSE - DAY

               WIDE SHOT

               It is a bleak January morning, the streets around the 
               courthouse are mobbed with people on their way to work. We 
               SEE Ted Kramer, a tiny figure among hundreds, coming out of 
               the subway. He crosses the street and starts up the steps of 
               the large and forbidding courthouse.

                                                                    CUT TO:

               INT. COURTHOUSE - DAY

               WIDE SHOT

               As Ted gets off the elevator and starts down the corridor, 
               toward the courtroom. In the f.g., - standing by the door of 
               the courtroom itself is John Shaunessy, he greets Ted, they 
               shake hands and talk together for a moment. Then, as they 
               enter the courtroom:

                                                                    CUT TO:

               INT. COURTROOM

               ON THE DOOR

               As Ted enters, looks around. Mrs. Willewska sits in one of 
               the back rows, wearing her best Easter hat. Ted pauses by 
               her, thanks her for coming.

               Several rows in front of her is Thelma. Ted crosses to her, 
               they talk quietly between themselves for a few moments. Then 
               Ted moves on to a table at the front of the room where John 
               Shaunessy waits.

               ON THE DOORS AT THE BACK OF THE COURTROOM

               As they swing open and Joanna, along with her lawyer, a MR. 
               GRESSEN. THE CAMERA PANS WITH THEM as they walk to the front 
               of the room and take their seats at the table opposite Ted 
               and his lawyer.

                                     CLERK
                         Oyez, oyez... The third Circuit Court 
                         of the State of New York, Judge Atkins 
                         presiding is now in session. All 
                         rise...

               WIDE SHOT

               As the judge enters, takes his seat.

               Opening business of the court.

               WIDE SHOT

               As Gressen (Joanna's lawyer) gets to his feet.

                                     GRESSEN
                         Your honor. As our first witness I 
                         would like to call Joanna Kramer.

               TWO SHOT - TED AND SHAUNESSY

               The lawyer leans across to Ted.

                                     SHAUNESSY
                              (stage whisper)
                         Real direct. Motherhood... They're 
                         going right for the throat.

               WIDE SHOT

               As Joanna gets to her feet, crosses to the witness stand and 
               is sworn in.

               Note: Throughout the following, we continually CROSS-CUT to 
               Ted Kramer, leaning forward, listening intently. It becomes 
               evident that, in spite of himself, there are moments he feels 
               great compassion for Joanna.

                                     GRESSEN
                         Now then, Mrs. Kramer, would you 
                         tell the court how long you were 
                         married?

                                     JOANNA
                         Six years.

                                     GRESSEN
                         And would you describe those years 
                         as happy?

                                     JOANNA
                         The first couple, yes, but after 
                         that it became increasingly difficult.

                                     GRESSEN
                         Mrs. Kramer, did you ever work in a 
                         job while you were married to your 
                         ex-husband?

                                     JOANNA
                         No, I did not.

                                     GRESSEN
                         Did you wish to?

                                     JOANNA
                         Yes. I tried to talk to Ted - my ex-
                         husband - about it, but he wouldn't 
                         listen. He refuses to discuss it in 
                         any serious way. I remember one time 
                         he said I probably couldn't get a 
                         job that would pay enough to hire a 
                         baby-sitter for Billy.

                                     GRESSEN
                         Tell me, Mrs. Kramer, are you employed 
                         at the present time?

                                     JOANNA
                         Yes, I work for Jantzen as a 
                         sportswear designer.

                                     GRESSEN
                         And what is your present salary?

                                     JOANNA
                         I make thirty-one thousand dollars a 
                         year.

               REACTION - TED

               Stunned.

                                     GRESSEN
                              (switching tactics)
                         Mrs. Kramer, do you love your child?

                                     JOANNA
                              (emphatically)
                         Yes. Very much.

                                     GRESSEN
                         And yet you chose to leave him?

               There is a long pause, then:

                                     JOANNA
                              (speaking carefully, 
                              with great thought)
                         Yes... Look, during the last five 
                         years we were married, I had... I 
                         was getting more and more... unhappy, 
                         more and more frustrated. I needed 
                         to talk to somebody. I needed to 
                         find out if it was me, if I was going 
                         crazy or what. But every time I turned 
                         to Ted - my ex-husband, he couldn't 
                         handle it. He became very... I don't 
                         know, very threatened. I mean, 
                         whenever I would bring up anything 
                         he would act like it was some kind 
                         of personal attack. Anyway, we became 
                         more and more separate... more and 
                         more isolated from one another. 
                         Finally, I had no other choice, I 
                         had to leave. And because of my ex-
                         husband's attitude - his unwillingness 
                         to deal with my feelings, I had come 
                         to have almost no self-esteem...
                              (with feeling)
                         At the time I left, I sincerely 
                         believed that there was something 
                         wrong with me - that my son would be 
                         better off without me. It was only 
                         when I got to California and started 
                         into therapy I began to realize I 
                         wasn't a terrible person. And that 
                         just because I needed some creative 
                         and emotional outlet other than my 
                         child, that didn't make me unfit to 
                         be a mother.

                                     GRESSEN
                              (to the judge)
                         Your honor, I would like to place in 
                         evidence a report on Mrs. Kramer's 
                         therapy by her therapist, Dr. Elinore 
                         Freedman of La Jolla, California.

               And with that he hands both the judge and Shaunessy a thick 
               sheaf of papers. Then, turning his attention back to Joanna:

                                     GRESSEN
                         Mr. Kramer, why did you set up 
                         residence in New York?

                                     JOANNA
                         Because my son is here. And his father 
                         is here. As a mother, I don't want 
                         my child to be separated from his 
                         father.

                                     GRESSEN
                         Mrs. Kramer, can you tell the court 
                         why you are asking for custody?

               There is a pause, then:

                                     JOANNA
                         Because he's my child... Because I 
                         love him. I know I left my son, I 
                         know that's a terrible thing to do. 
                         Believe me, I have to live with that 
                         every day of my life. But just because 
                         I'm a woman, don't I have a right to 
                         the same hopes and dreams as a man? 
                         Don't I have a right to a life of my 
                         own? Is that so awful? Is my pain 
                         any less just because I'm a woman? 
                         Are my feelings any cheaper? I left 
                         my child - I know there is no excuse 
                         for that. But since then, I have 
                         gotten help. I have worked hard to 
                         become a whole human being. I don't 
                         think I should be punished for that. 
                         I don't think my son should be 
                         punished for that. Billy's only six. 
                         He needs me. I'm not saying he doesn't 
                         need his father, but he needs me 
                         more. I'm his mother.

               There is a beat of silence, then:

                                     GRESSEN
                         Thank you, Mrs. Kramer. I have no 
                         further questions.

               ON SHAUNESSY

               As he stands, collects his papers from the table and, taking 
               his own sweet time, crosses to Joanna.

                                     SHAUNESSY
                         Now then, Mrs. Kramer, you said you 
                         were married seven years. Is that 
                         correct?

                                     JOANNA
                         Yes.

                                     SHAUNESSY
                         In all that time did your husband 
                         ever strike you or abuse you 
                         physically in any way.

                                     JOANNA
                         No.

                                     SHAUNESSY
                         Did your husband strike or physically 
                         abuse his child in any way?

                                     JOANNA
                         No.

                                     SHAUNESSY
                         Would you describe your husband as 
                         an alcoholic?

                                     JOANNA
                         No.

                                     SHAUNESSY
                         A heavy drinker?

                                     JOANNA
                         No.

                                     SHAUNESSY
                         Was he unfaithful?

                                     JOANNA
                         No.

                                     SHAUNESSY
                         Did he ever fail to provide for you?

                                     JOANNA
                         No.

                                     SHAUNESSY
                              (wry smile)
                         Well, I can certainly understand why 
                         you left him.

                                     GRESSEN
                         Objection.

                                     SHAUNESSY
                              (switching his line 
                              of questioning)
                         How long do you plan to live in New 
                         York, Mrs. Kramer?

                                     JOANNA
                         Permanently.

               Note: During the early part of Shaunessy's cross-examination, 
               Joanna has been very forthright, very sure of herself. Now, 
               as he starts getting tougher, she begins to falter.

                                     SHAUNESSY
                         Permanently?
                              (smiles, like a shark 
                              smiles)
                         Mrs. Kramer, how many boy friends 
                         have you had - permanently?

               ON JOANNA

               Her head snaps back as though she's been hit.

                                     JOANNA
                         I don't recall.

                                     SHAUNESSY
                              (boring in)
                         How many lovers have you had - 
                         permanently?

                                     JOANNA
                              (looks toward Gressen 
                              for help)
                         I don't recall.

                                     SHAUNESSY
                         More than three, less than thirty-
                         three - permanently?

               ON GRESSEN

               He is again on his feet, outraged.

                                     GRESSEN
                         Objection!

                                     JUDGE
                         Overruled. The witness will answer, 
                         please.

                                     JOANNA
                              (almost a whisper)
                         Somewhere in between.

                                     SHAUNESSY
                         Do you have a lover now?

                                     GRESSEN
                              (furious)
                         Objection!

                                     SHAUNESSY
                              (to the judge)
                         Your honor, I would request a direct 
                         answer to a direct question. Does 
                         she have a lover?

                                     JUDGE
                         I'll allow that. The witness will 
                         answer please.

                                     JOANNA
                              (in a whisper)
                         Yes.

                                     SHAUNESSY
                         Is that... permanent?

                                     JOANNA
                              (by now she is becoming 
                              thoroughly rattled)
                         I... I don't know...

                                     SHAUNESSY
                         Then, we don't really know, do we, 
                         when you say "permanently" if you're 
                         planning to remain in New York, or 
                         even to keep the child for that 
                         matter, since you've never really 
                         done anything in your life that was 
                         continuing, stable, that could be 
                         regarded as permanent.

               ON THE PETITIONER'S TABLE

               Gressen jumps to his feet.

                                     GRESSEN
                         Objection! I must ask that the counsel 
                         be prevented from harassing the 
                         witness.

                                     JUDGE
                         Sustained.

                                     SHAUNESSY
                              (a new attack)
                         Mrs. Kramer, how can you consider 
                         yourself a fit mother when you have 
                         been a failure at virtually every 
                         relationship you have undertaken as 
                         an adult?

                                     GRESSEN
                              (red in the face)
                         Objection!

                                     JUDGE
                         Sustained.

                                     SHAUNESSY
                         I'll ask it another way. What was 
                         the longest personal relationship 
                         you have had in your life - other 
                         than parents and girlfriends?

                                     JOANNA
                              (rattled)
                         Ah... I guess I'd have to say... 
                         with my child.

                                     SHAUNESSY
                              (wonder, irony)
                         Whom you've seen twice in a year? 
                         Mrs. Kramer, your ex-husband, wasn't 
                         he the longest personal relationship 
                         in your life?

                                     JOANNA
                              (reluctantly)
                         I suppose...

                                     SHAUNESSY
                         Would you speak up, Mrs. Kramer? I 
                         couldn't hear you.

                                     JOANNA
                              (louder)
                         Yes.

                                     SHAUNESSY
                         How long was that?

                                     JOANNA
                         We were married two years before the 
                         baby. And then four very difficult 
                         years.

                                     SHAUNESSY
                         So, you were a failure at the longest, 
                         most important relationship in your 
                         life.

                                     GRESSEN
                         Objection!

                                     JUDGE
                         Overruled.

                                     JOANNA
                         I was not a failure.

                                     SHAUNESSY
                              (sarcastic)
                         Oh? What do you call it then - a 
                         success? The marriage ended in 
                         divorce.

                                     JOANNA
                              (so angry she forgets 
                              her cool)
                         I consider it less my failure than 
                         his.

                                     SHAUNESSY
                              (seizes on this)
                         Congratulations, Mrs. Kramer. You 
                         have just rewritten matrimonial law. 
                         You were both divorced, Mrs. Kramer.

                                     GRESSEN
                              (on his feet)
                         Objection!

                                     SHAUNESSY
                              (to the judge)
                         Your honor, I'd like to ask what 
                         this model of stability and 
                         respectability has ever succeeded 
                         at?
                              (to Joanna)
                         Mrs. Kramer, were you a failure at 
                         the longest, most important personal 
                         relationship in your life?

               CLOSE ON JOANNA

               Who sits silently.

                                     JUDGE
                         Please answer the question, Mrs. 
                         Kramer.

                                     JOANNA
                              (whisper)
                         It did not succeed.

                                     SHAUNESSY
                              (suddenly fierce)
                         Not it... Not it, Mrs. Kramer - you. 
                         Were you a failure at the most 
                         important personal relationship of 
                         your life?

               CLOSER IN ON JOANNA

               Silence.

                                     SHAUNESSY
                         Were you?

               EXTREME CLOSEUP JOANNA

                                     JOANNA
                              (barely audible)
                         Yes.

               WIDE SHOT

               Shaunessy smiles, turns his back on Joanna and walks back 
               toward the respondent's table.

                                     SHAUNESSY
                         No further questions.

               CLOSER IN ON THE TABLE

               As Shaunessy sits down next to Ted.

                                     TED
                              (leaning over, in a 
                              whisper)
                         Jesus Christ. Did you have to be so 
                         rough on her?

                                     SHAUNESSY
                              (tough)
                         Do you want the kid or don't you?

               ON JOANNA

               Shaken, she gets down from the witness stand, crosses to the 
               petitioner's table without looking at Ted. She sits, leans 
               across to her lawyer and whispers something in his ear. As 
               he nods...

                                                                    CUT TO:

               INT. COURTROOM, LATER IN THE DAY

               ON JIM O'CONNOR

               Who sits in the witness stand. At the moment he is being 
               examined by Gressen.

                                     GRESSEN
                         Now then, Mr. O'Connor, how long did 
                         Ted Kramer work for you?

                                     O'CONNOR
                         Eight, almost nine years.

                                     GRESSEN
                         And did you have a close personal 
                         relationship?

                                     O'CONNOR
                              (in a whisper)
                         Yes...

                                     GRESSEN
                         And how did you find his work?

                                     O'CONNOR
                         It was good. He was a hard worker, a 
                         lot of drive, a real hustler.

                                     GRESSEN
                         And yet you fired him.

               There is a long pause.

                                     O'CONNOR
                              (looking down)
                         Ted was a good worker. But, ah... 
                         after his wife left him and he was 
                         taking care of the kid on his own, 
                         things started to change. Look, I 
                         know he had problems, I understand 
                         that. I've got problems, everybody's 
                         got problems. But I've got a shop to 
                         run, I can't let that kind of thing 
                         get in the way...
                              (quietly)
                         I guess I felt that Ted was letting 
                         his duties at home interfere with 
                         his responsibilities in the office.

                                     GRESSEN
                         Thank you. I have no further 
                         questions.

               Shaunessy stands up.

                                     SHAUNESSY
                         Mr. O'Connor, does the agency still 
                         have the Fire and Ice account?

                                     O'CONNOR
                              (up tight)
                         No.

                                     SHAUNESSY
                         Mr. O'Connor, can you tell me where 
                         you are employed at the moment?

                                     O'CONNOR
                              (stiff)
                         At the moment I am unemployed.

               ON THE JUDGE

                                     JUDGE
                         If the petitioner has no further 
                         witnesses, we will hear the respondent 
                         tomorrow morning at 9:30.

                                                                    CUT TO:

               INT. LIVING ROOM - KRAMER APT. - NIGHT

               WIDE SHOT

               Ted sits at the dining table poring over law books, writing 
               copious notes on a legal pad. Billy sits across from him 
               drawing in a pad with magic markers. HOLD FOR A BEAT as Billy 
               looks up at his father. It is clear that something is 
               bothering him.

                                     BILLY
                         Mom - I mean, dad?

                                     TED
                              (not looking up)
                         Uh, huh?

                                     BILLY
                         What did you do when you were little?

                                     TED
                              (still involved in 
                              his books)
                         I guess about the same kind of things 
                         you do.

                                     BILLY
                         Did you watch "I Dream of Jeannie?"

                                     TED
                              (distracted)
                         Uh, uh... We didn't have television 
                         then.

               ON BILLY

               Eyes wide. He finds this hard to believe.

                                     BILLY
                         You didn't have T.V.?

               ON TED

               He looks up for the first time, smiles.

                                     TED
                         Nope. It hadn't been invented yet.

               He starts to go back to work.

                                     BILLY
                              (this is serious 
                              business)
                         Was there apple juice when you were 
                         little?

                                     TED
                         Yeah, there was apple juice.

                                     BILLY
                         Was there Burger King?

                                     TED
                         Uh, uh. There was no such a thing as 
                         Burger King.

                                     BILLY
                         What else wasn't there?

               ON TED

               He takes a long look at his son, then closes the law book, 
               puts his notes away.

                                     TED
                         Well, let's see... There wasn't 
                         McDonald's. And there wasn't 
                         astronauts... And there wasn't frozen 
                         yogurt. And there wasn't...

               As he continues on about what wasn't, we

                                                             FADE TO BLACK:

               EXT. COURTHOUSE - DAY

               ESTABLISHING SHOT

               INT. COURTROOM - DAY

               ON THELMA

               She sits in the witness stand being examined by Shaunessy. 
               From her attitude it is clear that she is very wrought up, 
               that all of this is taking a heavy emotional toll on her.

                                     SHAUNESSY
                         Mrs. Phillips, how long have you 
                         known Ted Kramer?

                                     THELMA
                         Six years. Ever since Ted and Joanna 
                         moved into the building.

                                     SHAUNESSY
                         How often do you see Mr. Kramer and 
                         his son?

                                     THELMA
                              (to the judge, by way 
                              of explanation)
                         Charley, my husband, and I are... 
                         divorced and Kim, that's our daughter 
                         is about Billy's age and the children 
                         play together a lot. So, I guess we 
                         see each three or four times a week.

                                     SHAUNESSY
                         Can you describe the relationship 
                         between Mr. Kramer and his son?

                                     THELMA
                         It's beautiful. It's just beautiful. 
                         They have a beautiful relationship.

               ON GRESSEN

               Getting wearily to his feet.

                                     GRESSEN
                              (patronizing)
                         Objection, your honor. The answer 
                         is, to be generous, very vague.

                                     SHAUNESSY
                         Can you recall any particular incident 
                         that relates to Mr. Kramer's care of 
                         his child?

                                     THELMA
                              (fighting a losing 
                              battle with her 
                              emotions)
                         Ted - Mr. Kramer, spends a great 
                         deal of time with his child. I don't 
                         just mean hours, I mean good time, 
                         involved time. He reads to Billy. 
                         They play together. They talk all 
                         the time...
                              (tears start)
                         He is a very... kind man... a very... 
                         devoted father, and... and...
                              (she turns to Joanna)
                         And Joanna if you ever saw them 
                         together... there wouldn't be a trial 
                         at all...
                              (she breaks down, 
                              weeping)
                         Oh, shit... I'm sorry... I'm sorry...

               Note: during this we cross-cut to Joanna, who sits, staring 
               at her friend, shaken.

                                     SHAUNESSY
                              (gently)
                         No further questions. Thank you Mrs. 
                         Phillips.

                                     GRESSEN
                              (without looking up 
                              from his notes)
                         No questions.

               Thelma leaves the stand and walks back to her seat.

                                                                    CUT TO:

               INT. COURTROOM - DAY

               ON TED KRAMER

               Sitting in the witness stand.

                                     SHAUNESSY
                         Mr. Kramer, would you tell the court 
                         exactly why you want to retain custody 
                         of your child.

                                     TED
                              (speaking quietly)
                         When Joanna -
                              (to the judge, 
                              correcting himself)
                         - my ex-wife - when she was talking 
                         before about how unhappy she was 
                         during our marriage... Well, I guess 
                         most of what she said was probably 
                         true. There were a lot of things I 
                         didn't understand - a lot of things 
                         I would do different if I could. 
                         Just like I guess there are a lot of 
                         things Joanna wishes she could 
                         change... But we can't. Some things, 
                         once they are done, can't be undone. 
                         Joanna says she loves Billy. I believe 
                         she does. So do I. But the way it 
                         was explained to me, that's not the 
                         issue. The only thing that's supposed 
                         to matter here is what's best for 
                         Billy... When Joanna said why 
                         shouldn't a woman have the same 
                         ambitions as a man, I suppose she's 
                         right. But by the same token what 
                         law is it that says a woman is a 
                         better parent simply by virtue of 
                         her sex? I guess I've had to think a 
                         lot about whatever it is that makes 
                         somebody a good parent: constancy, 
                         patience, understanding... love. 
                         Where is it written that a man has 
                         any less of those qualities than a 
                         woman? Billy has a home with me, 
                         I've tried to make it the best I 
                         could. It's not perfect. I'm not a 
                         perfect parent.
                              (unconsciously echoing 
                              something Joanna 
                              said earlier)
                         I don't have enough patience. 
                         Sometimes I forget he's just a little 
                         kid... But I love him... More than 
                         anything in this world I love him.

                                     SHAUNESSY
                         Thank you, Mr. Kramer. No further 
                         questions.

               ON GRESSEN

               As he gets up from the petitioner's table and crosses to the 
               witness stand.

                                     GRESSEN
                              (hard-lining it)
                         Mr. Kramer, by any chance have you 
                         ever had a woman in your bed while 
                         your child was asleep in the next 
                         room?

                                     TED
                         I suppose.

                                     GRESSEN
                              (pointedly)
                         So do I.

                                     SHAUNESSY
                         Objection!

                                     JUDGE
                         Sustained.

                                     GRESSEN
                              (switching to another 
                              line of attack)
                         Mr. Kramer, isn't it true that you 
                         were fired from your last job not 
                         more than six weeks ago?

                                     TED
                              (not losing his cool)
                         Technically, the agency lost a big 
                         account and seventy four people were 
                         let go. I was one of them.

                                     GRESSEN
                              (snotty)
                         You were fired, correct?

                                     TED
                         Yes, but I'm with J. Walter Thompson 
                         now. I don't think that will happen 
                         again.

                                     GRESSEN
                              (snide)
                         Give them time...

                                     SHAUNESSY
                         Objection, your honor! Counsel is 
                         harassing the witness.

                                     GRESSEN
                              (to the judge, pettish)
                         Your honor, I'm only examining the 
                         man's employment record. He pretends 
                         to fitness when he cannot hold a 
                         job.

                                     JUDGE
                         Sustained.

               ON GRESSEN

               He is thoughtful for a moment, like a man trying to decide 
               whether or not to drop the bomb. Then, turning back to Ted:

                                     GRESSEN
                              (very tough)
                         Mr. Kramer, did your child nearly 
                         lose an eye when he was in your care?

               REACTION - TED

               Stunned. He looks across at Joanna.

               QUICK CUT - HIS POV

               Joanna looks away.

                                     GRESSEN
                              (boring in)
                         Mr. Kramer, did you, or did you not 
                         tell the child's mother that you 
                         were responsible for the injury that 
                         permanently disfigured your child?

               Shaunessy is on his feet racing toward the bench.

                                     SHAUNESSY
                              (vehement)
                         Objection! Your honor, counsel is 
                         raising a question that is not germane 
                         to these proceedings.

                                     GRESSEN
                              (to the judge)
                         While the child was in the care of 
                         the witness, he cut his face badly 
                         and is now scarred.

                                     JUDGE
                              (to Gressen)
                         Are you introducing the question of 
                         negligence here, counselor?

                                     GRESSEN
                         Yes, your honor.

                                     JUDGE
                         I see. Well, you'll have to do better 
                         than that. Do you have any affidavits 
                         to support negligence?

                                     GRESSEN
                         I do not, your honor, however -

                                     JUDGE
                         This is an isolated incident, 
                         counselor, unless you can prove 
                         otherwise.

                                     GRESSEN
                              (back to Ted)
                         Does the witness deny the injury 
                         took place?

                                     JUDGE
                              (before Ted can say 
                              anything)
                         No, counselor, I'm going to over-
                         rule you on this line of questioning.

                                     GRESSEN
                         Then I have concluded my questions.

               ON THE PETITIONER'S TABLE

               Joanna sits, still not looking at Ted. She holds her face, 
               one hand shielding her eyes.

                                                                    CUT TO:

               ON THE JUDGE

               As he makes his closing statement.

                                                                    CUT TO:

               INT. MAIN LOBBY, COURTHOUSE - DAY

               WIDE SHOT

               Shaunessy and Ted stand talking, reviewing the case. Then 
               the two men shake hands, the lawyer waves goodbye, turns and 
               starts back into the building. THE CAMERA PANS WITH TED as 
               he walks toward the main exit.

                                                                    CUT TO:

               EXT. MAIN ENTRANCE, COURTHOUSE - DAY

               ON TED

               As he comes out of the building, starts down the steps.

                                     JOANNA (O.S.)
                         Ted.

               He stops, turns:

               HIS POV

               There, standing waiting for him is Joanna.

               CLOSE ON TED

               His face a mask of cold anger. She crosses to him.

                                     JOANNA
                         I'm sorry... I just mentioned it in 
                         passing. I never thought he'd use 
                         it.

                                     TED
                              (sarcastic)
                         Yeah, well he did, didn't he.

                                     JOANNA
                         Please, Ted. I never would have 
                         brought it up if I thought -

                                     TED
                         I'm not interested, Joanna. Goodbye.

               WIDE SHOT

               As he turns and walks away from her, leaving her standing, 
               watching him as he disappears.

                                                                    CUT TO:

               EXT. STREET - DAY

               ON TED AND THELMA

               It is a bleak winter's day. THE CAMERA TRACKS WITH THEM as 
               they walk along, Ted carrying a bag of groceries, Thelma 
               with cleaning.

               The children run around them, playing.

                                     THELMA
                         You heard anything yet?

                                     TED
                              (shakes his head)
                         Any day.

               They walk in silence for several beats, each clearly lost in 
               their own thoughts. Then:

                                     THELMA
                         Ted.

                                     TED
                              (preoccupied)
                         Uh, huh...

                                     THELMA
                              (this is hard to say)
                         Ah, Charley and I are... Well, we're 
                         thinking about... I mean, actually 
                         we're sort of talking about maybe 
                         getting back together.

                                     TED
                              (thunderstruck)
                         You and Charley?

               Thelma nods.

                                     TED
                         Really?

               Thelma nods.

                                     TED
                              (conflicting emotions)
                         Hey, that's terrific.

                                     THELMA
                              (hastily)
                         Maybe. I said maybe.
                              (apologizing for her 
                              good fortune)
                         What I mean is, ah... I don't think 
                         it'll really work out, but Charley 
                         seems to want it, so...

               She leaves the sentence unfinished. They walk in silence for 
               several more steps. Then she takes his hand.

                                     THELMA
                              (can't help grinning)
                         Oh, God... Ted, I am really scared.

               They walk in silence for a beat, then Ted looks OFF SCREEN, 
               spots something:

               HIS POV

               The Saturday Father, restless, bored, walking with his 
               daughter who is also bored. It is clear that they have nothing 
               to say to one another. He looks around, spots Ted, waves and 
               starts in his direction.

               CLOSEUP TED

               He reacts as though he has seen a vision of his own death.

                                     TED
                              (to Thelma, urgent)
                         C'mon.
                              (to Billy and Kim)
                         Billy, Kim. Let's go.

               WIDE SHOT

               As Ted ushers them across the street, away from the Saturday 
               Father.

                                                                    CUT TO:

               INT. MEN'S BAR, MIDTOWN - DAY

               A crowded, rather posh watering spot. Shaunessy sits alone 
               at a table for two, a drink in front of him.

               REVERSE ON THE DOOR

               As Ted enters, spots Shaunessy and starts in his direction.

               CLOSER ON SHAUNESSY'S TABLE

               As Ted sits down.

                                     TED
                         Well?

               ON SHAUNESSY

               As he looks up at Ted, says nothing.

               ON TED

               He realizes that they have lost.

                                     TED
                         Oh, Christ!

               CROSS-CUTTING BETWEEN THEM:

                                     SHAUNESSY
                         The judge went for motherhood straight 
                         down the line.

                                     TED
                         I lost him? I lost him?

                                     SHAUNESSY
                         I can't tell you how sorry I am.

                                     TED
                         Oh, no..

                                     SHAUNESSY
                              (reading from a piece 
                              of paper)
                         Ordered, adjudged and decreed that 
                         the petitioner be awarded custody of 
                         the minor child, effective Monday 
                         the 23rd of January. That the 
                         respondent pay for the maintenance 
                         and support of said child, four 
                         hundred dollars each month. That the 
                         father shall have the following rights 
                         of visitation: every other weekend, 
                         one night each week to be mutually 
                         agreed upon and one half of the 
                         child's vacation period.
                              (looks up at Ted)
                         That's it.

                                     TED
                              (grim)
                         What if I fight it?

                                     SHAUNESSY
                              (matter of factly)
                         We can appeal, but I can't guarantee 
                         anything.

                                     TED
                              (determined)
                         I'll take my chances.

                                     SHAUNESSY
                         It's going to cost.

                                     TED
                              (his mind is made up)
                         Don't worry. I'll get the money.

               There is a beat of silence, then:

                                     SHAUNESSY
                         I've got to tell you something, Ted. 
                         This time it'll be Billy that pays. 
                         This time I'll have to put him on 
                         the stand.

               CLOSE ON TED

               As his last hope goes crashing to the ground.

                                     TED
                         Oh, Christ no... I can't do that. I 
                         just... can't...
                              (he looks up at the 
                              lawyer in despair)
                         Excuse me... I'm sorry... I just...

               That is all Ted can manage to say. He gets to his feet and 
               rushes for the door.

                                                                    CUT TO:

               EXT. KRAMER APT. BLDG. - DAY

               ON THE ENTRANCE

               As Mrs. Willewska comes out. Her eyes are red from crying. 
               THE CAMERA PANS WITH HER as she turns up the street on her 
               way to pick up Billy from school. THE CAMERA HOLDS IN POSITION 
               as she meets Thelma. They stand talking for a moment, then 
               Thelma turns and starts to run toward the building.

                                                                    CUT TO:

               INT. HALLWAY, OUTSIDE TED'S APT. - DAY

               ON THE ELEVATOR DOORS

               They open and Thelma steps out. She runs to the door, begins 
               to knock.

                                     THELMA
                              (calling out)
                         Ted!... It's me... Ted?...

               There is a beat of silence, then:

                                     TED (O.S.)
                              (very quiet)
                         Please go away, Thel... I... I just 
                         have to be by myself for a little 
                         while...

                                     THELMA
                         Ted, I just heard...

                                     TED (O.S.)
                         Please, Thel...

               Thelma leans against the door and begins to sob.

                                     THELMA
                         I'm so... sorry... Oh, Ted, I'm so 
                         sorry...

                                                             FADE TO BLACK:

               FADE IN:

               EXT. KRAMER APT. BLDG. - DAY

               WIDE SHOT

               As Mrs. Willewska brings Billy back from school.

                                                                    CUT TO:

               INT. KRAMER APT. - DAY

               ON THE FRONT DOOR

               It opens and Billy and Mrs. Willewska enter. Billy sees Ted 
               and rushes across to him.

                                     BILLY
                              (excited)
                         Daddy! You're home early. Did you 
                         get fired again?

                                     TED
                              (laughing in spite of 
                              himself)
                         No, son, I didn't get fired.
                              (fake cheerful)
                         I'll tell you what we'll do, okay? 
                         How about if we go to a Burger King 
                         and then we watch a little T.V. and 
                         then we get packed to go to the 
                         country tomorrow. Just you and me... 
                         How 'bout that?

                                                                    CUT TO:

               EXT. KRAMER APT. BLDG. - NIGHT

               ESTABLISHING SHOT

               HOLD FOR A BEAT, then:

                                                                    CUT TO:

               INT. LIVING ROOM - KRAMER APT. - NIGHT

               ON TED

               He sits at the dining table, a typewriter in front of him. 
               As he begins to type, hunt and peck system, we:

                                                                    CUT TO:

               INSERT - HIS POV

               The page in the typewriter. We SEE and HEAR at the same time.

                                     TED (V.O.)
                         Joanna... This is by way of 
                         introducing William Kramer. He is a 
                         sweet child, as you will see. He is 
                         allergic to grape juice, but will 
                         more than make up for the loss in 
                         apple juice. He is also allergic to 
                         peanut butter from the health food 
                         store, but not from the supermarket. 
                         Don't ask me why.

                                                                    CUT TO:

               EXT. STREET - DAY

               ON A CORNER MAILBOX

               As Ted mails the letter.

                                     TED (V.O.)
                         At times, in the night he will have 
                         nightmares, one particular monster 
                         is called The Face. The Face, as 
                         best as I can determine, looks like 
                         a circus clown without a body, and 
                         from what the pediatrician says, and 
                         what I have read, may be sexual fear 
                         of losing his penis, or a fear of 
                         his own anger, or just a circus clown 
                         he saw once.

                                                                    CUT TO:

               EXT. STREET - DAY

               ON THE SAME MAILBOX

               As a sack of mail is loaded into a truck.

                                     TED (V.O.)
                         His doctor, by the way, is still Ed 
                         Davies. The Sundafed is for colds, 
                         one tablespoon every four hours. I 
                         will pack it in the blue suitcase.

                                                                    CUT TO:

               EXT. JOANNA KRAMER'S APT. BLDG. - DAY

               WIDE SHOT

               A POSTMAN enters the building carrying a bag of mail.

                                     TED (V.O.)
                         His best stories have been Babar and 
                         Winnie the Pooh up to now, with Batman 
                         moving up. His housekeeper has been 
                         Etta Willewska and she is the main 
                         reason for the note. She is a loving 
                         woman, conscientious, very concerned 
                         about Billy and more important, Billy 
                         cares about her.

                                                                    CUT TO:

               INT. HALLWAY, JOANNA'S APT. BLDG. - DAY

               ON A STACK OF MAIL

               As it is dropped in front of a doorway. We SEE that the letter 
               from Ted to Joanna is on top.

                                     TED (V.O.)
                         I urge you to retain her. Her number 
                         is 722-8099, and I think she will 
                         take the job if it is offered. I'm 
                         sure other things will come up. Ask 
                         me what you need to and I guess 
                         eventually we'll talk...

                                                                    CUT TO:

               INT. JOANNA'S APT. - DAY

               ON HER

               As she finishes reading the letter.

                                     TED (V.O.)
                         That's all I can think of, except to 
                         repeat what I said before, he's a 
                         terrific kid. I'm grateful for the 
                         time we've had together and I feel I 
                         am a better man because of my son... 
                         Ted.

                                                                    CUT TO:

               EXT. BEACH - DAY

               It is a clear, cold beautiful winter's day. Ted and Billy 
               walk

               along the beach at the edge of the water. THE CAMERA TRACKS 
               WITH THEM. There are several beats of silence as Ted tries 
               to think of how to begin. Finally:

                                     TED
                         Billy, sometimes when a mother and a 
                         father are divorced, there's a 
                         discussion about who the child should 
                         live with, the mother or the father. 
                         Now there is a man who is very wise. 
                         He's called a judge. And a judge has 
                         a lot of experience with divorces 
                         and he decides who it would be best 
                         for the child to live with.

                                     BILLY
                         Why does he decide?

                                     TED
                         Because... Well, that's what he does. 
                         He's a very powerful man.

                                     BILLY
                         Like a principal?

                                     TED
                         Bigger than a principal. The judge 
                         sits in robes in a big chair... The 
                         judge has thought a lot about us, 
                         about you and me and your mom, and 
                         he has decided...
                              (a deep breath)
                         ...he has decided that it would be 
                         best for you to live with your mom 
                         Joanna in her apartment.
                              (fake cheerful)
                         And I'm very lucky. Because even 
                         though you'll live with your mom 
                         Joanna I'll get to see you once a 
                         week for dinner and a couple of 
                         weekends a month.

                                     BILLY
                         I don't understand, daddy.

                                     TED
                              (trying very hard not 
                              to cry)
                         What don't you understand, pal?

                                     BILLY
                         Where will my bed be, where will I 
                         sleep?

                                     TED
                         At your mom's. She'll have a bed for 
                         you in your own room.

                                     BILLY
                         Where will my toys be?

                                     TED
                         I'll send your toys there and I'm 
                         sure you'll get some new ones.

                                     BILLY
                         Who will read me my stories?

                                     TED
                         Your mom.

                                     BILLY
                              (worried)
                         Daddy, what if The Face comes when 
                         I'm at mommy's?

                                     TED
                         Your mom knows all about The Face, 
                         okay? Don't worry, she'll tell The 
                         Face to beat it.

                                     BILLY
                         Will you come and say good-night to 
                         me every night?

               Suddenly Ted can't stand it any longer.

                                     TED
                         Look, it's getting cold. Why don't 
                         you go inside where it's warm. I'll 
                         be along in a minute.

               Billy hangs back, watching Ted.

                                     TED
                         Go on, scoot.

               The boy turns and runs back along the beach toward the house.

               Then, he stops, turns back to look once more at his father.

               HIS POV - LONG SHOT

               Ted stands at the ocean's edge, his back to CAMERA, weeping.

                                                             FADE TO BLACK:

               EXT. KRAMER APT. BLDG. - DAY

               WIDE SHOT

               It is early Monday morning.

                                                                    CUT TO:

               INT. KRAMER KITCHEN - MORNING

               ON TED AND BILLY

               They stand side by side, like a surgeon and his assistant. 
               Spread out on the counter in front of them are the makings 
               of French toast. The following is done with great efficiency, 
               in contrast to the first time we saw them go through the 
               same ritual. They work in silence except for an occasional 
               command. Each concentrating on this last moment of closeness, 
               each doing his best to avoid thinking about Billy's departure. 
               Finally:

               ON BILLY

               Looking at his father, trying to memorize the older man's 
               face.

               Ted turns, sees his son watching him.

                                     TED
                              (with false gaiety)
                         Hey? What's doin' with that bread? 
                         Let's see a little hustle around 
                         here.

                                                                    CUT TO:

               INT. LIVING ROOM - KRAMER APT. - MORNING

               WIDE SHOT

               Billy's bags are packed and stacked neatly in the living 
               room.

               Nearby, Billy and his father sit, silent, waiting.

               Sound-effect: The intercom from the lobby buzzes.

               CLOSER IN ON TED AND BILLY

               Ted looks at his son, smiles. The boy smiles back.

                                     TED
                         This is it, pal.

               Billy, fighting back tears, nods.

               Sound-effect: The intercom buzzes again.

               Ted gets to his feet and starts toward the foyer.

                                                                    CUT TO:

               INT. FOYER - DAY

               As Ted picks up the intercom:

                                     TED
                         Yes?

                                     JOANNA'S VOICE
                         Ted, it's Joanna. Can you meet me in 
                         the lobby?... Alone?

               And she hangs up before he can answer.

                                     TED
                              (to Mrs. Willewska, 
                              in the kitchen)
                         I'll be back in a minute.

                                                                    CUT TO:

               INT. LOBBY - DAY

               ON THE ELEVATOR DOORS

               As they open, Ted steps out, looks around.

               HIS POV

               The lobby is dark, the only light coming from the window. 
               Joanna sits off to one side, wearing sunglasses. She looks 
               up as Ted approaches, a small smile on her face.

                                     TED
                              (abrupt)
                         Okay, I'm here. Now why did you -

                                     JOANNA
                         Ted, do you love him?

                                     TED
                         Goddamnit, Joanna. What the -

                                     JOANNA
                              (insistent)
                         Ted, do you love him?

               He nods.

                                     JOANNA
                         I love him too... I don't think I 
                         ever knew how much until now.

               There is a long pause as she looks at Ted, unable to speak.

               Finally:

                                     JOANNA
                              (a deep breath, then:)
                         Ted, when we got married it was 
                         because I was twenty-seven years old 
                         and I thought I should get married 
                         and... when I had Billy it was because 
                         I thought I should have a baby... 
                         and I guess all I did was mess up my 
                         life and your life and -

                                     TED
                         Joanna, what the hell is -

                                     JOANNA
                              (urgent)
                         Please... Please don't stop me. This 
                         is the hardest thing I've ever had 
                         to do..

               ON TED

               Struck by the urgency in her voice.

                                     JOANNA
                         After I left... when I was in 
                         California, I began to think, what 
                         kind of mother was I that I could 
                         walk out on my own child. It got to 
                         where I couldn't tell anybody about 
                         Billy - I couldn't stand that look 
                         in their faces when I said he wasn't 
                         living with me. Finally it seemed 
                         like the most important thing in the 
                         world to come back here and prove to 
                         Billy and to me and to the world how 
                         much I loved him... And I did... And 
                         I won. Only... it was just another 
                         "should."
                              (she begins to break 
                              down)
                         ...Sitting in that courtroom. Hearing 
                         everything you did, everything you 
                         went through... Something happened. 
                         I guess it doesn't matter how much I 
                         love him, or how much you love him. 
                         I guess it's like you said, the only 
                         thing that counts is what's best for 
                         Billy. I don't know, maybe that's 
                         all love is anyway... Ted, I think 
                         Billy should stay with you...

                                     TED
                              (stunned)
                         What?

                                     JOANNA
                              (she reaches out, 
                              takes his hand)
                         He's already got one mother, he 
                         doesn't need two... He's yours...
                              (her last ounce of 
                              reserve crumbles)
                         I won't fight you for him any more. 
                         He's yours...

                                     TED
                         Oh, God... Oh, my God...

                                     JOANNA
                         Only can I still see him?

                                     TED
                         No more waiting in Coffee Shops... I 
                         promise.

               Joanna's last ounce of reserve crumbles, she begins to sob. 
               Ted puts his arms around her and holds her. They do not kiss. 
               Then, after a few moments she steps back.

                                     JOANNA
                              (chin high)
                         Okay... I think I'll go talk to my 
                         son now.
                              (wiping her eyes)
                         How do I look?

                                     TED
                         Beautiful.

               They step into the elevator and, as the doors close, blocking 
               them from view, we...

                                                               DISSOLVE TO:

               EXT. STREET - DAY

               ON TED AND BILLY

               TRACKING JUST IN FRONT OF THEM as they walk to the park. 
               They are deep in conversation, although we are too far away 
               to bear what they are saying. HOLD ON THEM and, as they reach 
               the entrance to the park, Billy first, then Ted begin to 
               run, overwhelmed with the sheer joy of being alive, of being 
               together. As they continue to run, THE CAMERA PULLS BACK AND 
               UP AND WE SEE that they are only two among thousands of 
               parents and children in Central Park on a sunny afternoon. 
               THE CAMERA CONTINUES TO PULL BACK until they are lost from 
               view and it is...

                                                                  FADE OUT:

                                         THE END