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The Curious Case Of Benjamin Button Movie Script

Writer(s) : Eric Roth

Genres : Drama, Fantasy, Mystery, Romance

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                  THE CURIOUS CASE OF BENJAMIN BUTTON



                               Written by

                                Eric Roth


             Based on the short story by F. Scott Fitzgerald


                                                         10/30/07

                            

    As all things do, it begins in the dark. EYES blink
    open. Blue eyes. The first thing they see is a WOMAN
    near 40, standing looking out a window, watching the wind
    blowing, rattling a window.

                            A WOMAN'S (V.O.)
              What are you looking at?

                            CAROLINE
              The wind, Mother... They say a
              hurricane is on its way... You've
              been asleep... I was waiting to
              see you...

1   INT. HOSPITAL ROOM, NEW ORLEANS - MORNING, PRESENT          1

    Now we see we're in a hospital room with layers of white
    enamel paint trying without success to hide the years...
    An old WOMAN, past 80, withered, still regal with a green
    turban around her bald head is propped by pillows, her
    blue eyes looking out at us from her bed... She's
    connected to an intravenous for sustenance and a morphine
    drip... Her name, is DAISY FULLER. She speaks with a
    Southern lilt.

                            DAISY
              If it wasn't for hurricanes we
              wouldn't have a hurricane season.

                            CAROLINE
              I've forgotten what the weather
              can be like here. I've lived with
              four seasons so many years now.

    We see a young Black Woman, a "caregiver," DOROTHY BAKER,
    in a corner, thumbing a magazine, with one eye at the
    window...

                            DOROTHY BAKER
              I saw on the news they're
              predicting trouble...

                            DAISY
              1928 they stacked people like
              firewood to close a hole in a
              levee.

    But Daisy has other things on her mind... murmuring...




                                                  (CONTINUED)

                                                                    2.

1   CONTINUED:                                                      1

                               DAISY (CONT'D)
                 It all runs together... like a
                 fingerpainting... I feel like I'm
                 on a boat, drifting...

                               CAROLINE
                      (tenderly)
                 Can I do anything for you, Mother?
                 Make anything easier?

                                DAISY
                 Hmmm. There is nothing to do,
                 Caroline. This is what it is...
                 I'm finding it harder to keep my
                 eyes open... my mouth all filled
                 with cotton...

    And agitated, feeling confined, she scratches at her
    nightgown as if it were sticking to her... she starts to take
    it off... Dorothy gets up and straightens it for her.

                               DOROTHY BAKER
                 There, there, Miss Daisy... you'll
                 scratch yourself to ribbons...
                      (to Caroline)
                 It's their way of letting go...
                      (the finality)
                 ...prob'ly today.

    Caroline is well aware of it, but the words, her
    admonition of death being so close at hand, makes
    everything even more present...

                               CAROLINE
                 Do you want more medication,
                 Mother? The doctor said you can
                 have all you want.

    Daisy is quiet, looking into the distance. Caroline,
    seeking closure, sits on the bed with her and starts to
    cry. Daisy puts her thin arms around her daughter,
    comforting her.

                               CAROLINE (CONT'D)
                 A friend told me she never had a
                 chance to say goodbye to her
                 mother.
                      (grateful to have the
                       chance)
                 I wanted to thank you, Mother, for
                 bringing me into this world. For
                 raising me so well.
                               (MORE)

                                                      (CONTINUED)

                                                                3.

1   CONTINUED: (2)                                              1
                            CAROLINE (CONT'D)
              I wanted to tell you how much
              you've meant to me. I'm going to
              miss you so much...

    They hold each other for some time... They separate...
    And there's an awkwardness they have nothing left to talk
    about... nothing left to say to each other... a hole in
    their relationship... Caroline fills it with the eternal
    question...

                            CAROLINE (CONT'D)
              Are you afraid?

                             DAISY
              Curious.   What comes next...

    She winces at some physical pain.

                            DOROTHY BAKER
              The pain's coming more steadily...
              Her breathing will falter soon...
              No need for her to suffer..

    She raises the morphine level... Daisy closes her eyes...
    drifting with the morphine... and a thought, a dream, a
    sound, crosses her mind... and she says...

                            DAISY
              They built that train station in
              1918. Your father was there the
              day it opened... He said a tuba
              band was playing...Oom-pah-pah...

2   EXT. THE NEW TRAIN STATION, NEW ORLEANS - DAY, 1918         2

    And we see a TUBA BAND is playing while a ribbon cutting
    ceremony is taking place across the steps of the new
    TRAIN STATION...

                            DAISY
              Oom-pah-pah, oom-pah-pah...The
              finest clockmaker in all of the
              South built that clock...

3   INT. CLOCKMAKER'S SHOP, NEW ORLEANS - NIGHT, 1917           3

    We see an old French Quarter storefront with an endless
    array of clocks and watches...

                            DAISY'S (V.O.)
              His name was Mr. Gateau. Mr.
              Cake.

                                                                3A.



4   INT. THE HOSPITAL ROOM, NEW ORLEANS - MORNING, PRESENT       4

    The slightest of smiles crosses Daisy's lips... saying to
    herself again... "Mr. Cake..."

5   INT. CLOCKMAKER'S SHOP, NEW ORLEANS - MORNING, PRESENT       5

    We see a diminutive man in a frock coat with small,
    delicate hands, "Mr. Cake," working in his downstairs
    workshop. More than a few clocks stroke midnight, a
    handsome Creole Woman comes into the workshop...




                                                  (CONTINUED)

                                                                   4.

5   CONTINUED:                                                     5

                               DAISY'S (V.O.)
                 He was married to a Creole of
                 Evangeline Parish and they had a
                 son.

    Taking his arm, she helps him up to show him to his bed.

                               DAISY'S (V.O.) (CONT'D)
                 Did I mention, Mr. Gateau was from
                 birth, absolutely blind.

6   INT. CLOCKMAKER'S SHOP, NEW ORLEANS - NIGHT, 1917              6

    ...The clockmaker his fine hands blindly working...

                                DAISY'S (V.O.)
                 And when their son came of age,
                 like boys will do, he joined the
                 army. They saw him off at the old
                 train station.

7   EXT. OLD TRAIN STATION, NEW ORLEANS - DAY, 1917                7

    An old wooden barn of a building. Their son, hugging his
    parents, getting on a flatbed train crowded with other
    soldiers, pulling away... Mr. Gateau, blindly waving his
    hat goodbye to his son...

                               DAISY'S (V.O.)
                 Oh how he worked, for months he
                 did nothing but work on the clock
                 for the great train station.

8   INT. WORKSHOP BELOW THE CLOCKMAKER'S HOME - NIGHT, 1918        8

    The sound of clocks constant ticking. Mr. Gateau at
    work...

                               DAISY'S (V.O.)
                 One day a letter came...

    Blanche comes into the workshop... a letter in her
    hand... She reads to her blind husband...

                               BLANCHE DEVEREUX
                 "I am sorry to inform you that
                 your son was killed fighting for
                 his country, at the battle of the
                 Marne. In the death of Sgt.
                 Martin Gateau I lose one of my
                 most trusted men.
                               (MORE)


                                                     (CONTINUED)

                                                                    5.

8    CONTINUED:                                                     8
                                BLANCHE DEVEREUX (CONT'D)
                  When I informed members of our
                  company he had fallen, on every
                  face could be seen the mark of
                  sorrow... ...we were in hope the
                  Lord would spare him to return
                  home together... Alas this was not
                  to be. I send along his pants,
                  shirt, cavalry pin, kerchief, and
                  haircomb."

                                DAISY (V.O.)
                  Mr. Gateau, done for the night,
                  went up to his bed.

     Mr. Gateau, blindly feeling his way up the stairs...

                                DAISY'S (V.O.)
                  And their son came home.

9    EXT. OLD TRAIN STATION, NEW ORLEANS - DAY, 1918                9

     We see "Mr. Cake" in his familiar hat, his wife holding
     his arm, standing among the rows of coffins.

                                DAISY'S (V.O.)
                  They buried him where the Gateau
                  family had been buried for a
                  hundred and seven years...

10   EXT. NEW ORLEANS CEMETERY - DAY, 1918                          10

     An old New Orleans cemetery, vines crawling the
     sepulchers.

                                DAISY'S (V.O.)
                  Mr. Cake went back to work on his
                  clock... laboring to finish...

11   INT. THE CLOCK WORKSHOP, NEW ORLEANS - LATE NIGHT, 1918        11

     Mr. Gateau blindly setting the last spring, closing up
     the clock back... finished at last.

                                DAISY'S (V.O.)
                  It was a morning to remember...
                  Papa said there were people
                  everywhere...

12   INT. THE NEW TRAIN STATION, NEW ORLEANS - DAY, 1918            12

     And we see a large throng gathered to watch the unveiling
     of the clock. Politicians, citizens, and pickpockets
     alike...

                                                      (CONTINUED)

                                                                  6.

12   CONTINUED:                                                  12

                                DAISY'S (V.O.)
                  Even Teddy Roosevelt had come.

     And we see the distinctive figure of Theodore Roosevelt,
     in overcoat and hat, the war heavy on his shoulders. We
     watch Mr. Cake, with the aid of an assistant, climbing
     the scaffolding to his clock covered by a velvet drape...
     He stands for a moment... and with a simple tug, releases
     the purple swath... People gasp at the magnificent
     clock... "Mr. Cake" winds the clock, which chimes a
     glorious chime... Pushed by an angel, the second-hand
     begins its eternal journey...going around... Everyone
     cheers... until they realize the clock is going the wrong
     way... traveling backwards in time... A man shouts, "It's
     running backwards!"

                                MONSIEUR GATEAU
                  I made it this way... so that
                  perhaps, the boys who were lost in
                  the war might stand and go home
                  again...

13   EXT. BATTLEFIELD - DAY, 1918                                13

     And we see just that... bullets leaving mens' wounds
     sailing back into the rifles from whence they came...
     limbs, whole again... cannon balls rocketing backwards
     into the cannons' breech... Fallen come to their feet, to
     live and breathe again.

                                MONSIEUR GATEAU (V.O.)
                  ... home to farm, to work, have
                  children, to live long, full
                  lives...

14   INT. THE NEW TRAIN STATION, NEW ORLEANS - DAY, 1918         14

     Teddy Roosevelt, bereft, removes his hat...

                                MONSIEUR GATEAU
                  Perhaps, my own son might come
                  home again...

15   EXT. OLD TRAIN STATION, NEW ORLEANS - DAY, ANOTHER TIME     15

     And we see his own son, Martin, once again full of life
     hopping backward off the train to land where his journey
     started... back in the arms of his loving parents...

                                                                  7.



16   INT. TRAIN STATION, NEW ORLEANS - DAY, 1918                  16

                             MONSIEUR GATEAU
               I'm sorry if I offended anybody. I
               hope you enjoy my clock.

     And his wife holding his arm, he makes his way across the
     terminal and exits... The crowd is motionless. They look
     to Teddy Roosevelt for guidance... but he simply puts his
     hat on, and with his guardians, is gone...

                             DAISY'S (V.O.)
               Mr Cake was never seen again.
               Some say he died of a broken
               heart. Some say he went to sea...

17   EXT. THE MISSISSIPPI RIVER - AT THE END OF A DAY             17

     Mr. Gateau, blindly rowing... away...

18   INT. HOSPITAL ROOM, NEW ORLEANS - MORNING, PRESENT           18

                             DAISY
               He just rowed...rowed...away...

     The wind loudly rattles the window...they turn to look...

                              DOROTHY BAKER
               Do you mind if I make myself a
               call? I've got somebody watching
               my little boy.

                             CAROLINE
               No, please go call...

     It's quiet, Caroline sitting on the bed with her dying
     mother... with the wind knocking at the window... After
     some moments:

                             CAROLINE (CONT'D)
               I hope I haven't disappointed you,
               Mother.

                              DAISY
               Oh honey, you could never
               disappoint me.

                             CAROLINE
               I wished I had more to show for
               myself. I know you would have
               liked to have had grandchildren.
                             (MORE)


                                                    (CONTINUED)

                                                                      8.

18   CONTINUED:                                                      18
                                CAROLINE (CONT'D)
                  My life hasn't been all that...
                  normal...

     As if to say the pieces haven't all fit... trying to
     articulate it...

                                 CAROLINE (CONT'D)
                  I'm either a step ahead... or a
                  step behind...

                                   DAISY
                  What's normal?     A hat full of
                  sand.

                                   CAROLINE
                  What?

                                DAISY
                       (going on)
                  I need my brown suitcase... The
                  envelope...

                                   CAROLINE
                  An envelope?

     Caroline doing what she's asked goes over to one of the
     suitcases by the bed... She opens it... and among the
     clothes and the keepsakes, there is indeed an old
     envelope.

                                   CAROLINE (CONT'D)
                  This one?

                                DAISY
                  I tried to read it a hundred
                  different times... but I couldn't
                  bring myself...

                                CAROLINE
                  What do you mean?

                                   DAISY
                  Read it to me.

     Daisy closes her eyes... Caroline takes out a sheath of
     papers... It's a journal of some kind written in
     longhand... Pages have come undone... scraps of paper,
     even some napkins...

                                DAISY (CONT'D)
                       (murmurs)
                  Just the sound of your voice...


                                                       (CONTINUED)

                                                                   9.

18   CONTINUED: (2)                                               18

     And for her mother's sake she begins to read it... with
     no particular interest, like reading to someone a
     selection from a menu's choices...

                             CAROLINE
               It's dated "April 4, 1985." It
               says, "New Orleans."
                    (after a beat)
               "This is my last will and
               testament...
                    (which starts to
                     engage her)
               I don't have much to leave... few
               possessions, no money really... I
               will go out of this world the same
               way I came in, alone and with
               nothing.
                    (finding herself
                     engaged)
               All I have is my story... I'm
               writing it now while I still
               remember it..."

     She's interested. She looks over at her mother.    But her
     mother's eyes are closed...

                             CAROLINE (CONT'D)
               "My name is Benjamin..."

     And Caroline's voice becomes a young MAN'S voice...

                             A MAN'S (V.O.)
               "Benjamin Button... and I was born
               under unusual circumstances."

19   EXT. NEW ORLEANS - NIGHT 1918                                19

     THERE'S SUDDENLY AN EXPLOSION OF FIREWORKS.

                             BENJAMIN BUTTON'S (V.O.)
               The war to end all wars had ended.

     We see the streets of New Orleans are filled with
     drunken, singing revelers... cars jamming the
     cobblestones, people kissing, shouting joyful... Another
     burst of fireworks.

                             BENJAMIN BUTTON'S (V.O.) (CONT'D)
               I was told it was an especially
               good night to be born...




                                                    (CONTINUED)

                                                                9A.

19   CONTINUED:                                                 19

     And we see in the fireworks' light, a young MAN in his
     early 30s, THOMAS BUTTON, running up to the gate of a
     fashionable town home. He nearly collides with a PRIEST
     who arrives there at the same time. Thomas runs past
     him, up the steps...

20   INT. BUTTON HOUSE, NEW ORLEANS - NIGHT 1918                20

     ...He runs past a solemn Maid and up a long staircase...
     barging into the MASTER BEDROOM...

                                                                    10.



21   INT. MASTER BEDROOM, BUTTON HOUSE - NIGHT 1918                 21

     ... where we see a young Woman is lying on a bloody bed,
     frantically being administered to by a DOCTOR with the
     help of the small domestic staff... the PRIEST enters...

                             THOMAS BUTTON
                    (seeing him)
               Why are you here?

                             THE DOCTOR
               Thomas, I'm afraid she's not going
               to survive...

     And the Priest bends to say last rites over the pretty
     young woman... and the maids, bringing bedsheets,
     futilely start to change her bloody linens...

                             THOMAS BUTTON
               That's enough...! All of you!

     They move out of the way... and Thomas kneels beside his
     wife... She's pale white, fear in her soft brown eyes...
     He takes her hand...

                             THOMAS BUTTON (CONT'D)
               I came as quickly as I could...
               I'm sorry I took so long, the
               streets are filled with people...

     As if to underscore it, fireworks go off...

                             THOMAS BUTTON (CONT'D)
               You are going to be alright, my
               dearest darling... I will not let
               anything happen to you...

                             HIS YOUNG WIFE
               Promise me, Thomas...

     And she is interrupted by the sudden CRY OF A BABY.    But
     Thomas can't take his eyes from his dying wife...

                             HIS YOUNG WIFE (CONT'D)
               Promise me, he has a place...

     He doesn't understand... She looks up at him... holds his
     hand tight... then she slips away... The Doctor listening
     for her pulse... He covers her... it's quiet... the
     Priest's murmured incantations... the housemaids
     crying...



                                                      (CONTINUED)

                                                                 11.

21   CONTINUED:                                                  21

                                BENJAMIN BUTTON'S (V.O.)
                  She gave her life for me... And
                  for that I am forever grateful...

     Thomas, still holding her hand, is unable to let go...
     When we hear again the BABY CRYING... The BABY'S CRY is
     not quite right... It is not an infant's cry for succor,
     or a natural cry to exercise its new lungs... It's a
     deep, haunting cry from some primal soul... They all
     turn, and the room stills... listening as The BABY
     continues its mournful WAIL. Only Thomas goes to
     answer... The Baby in a basket, swaddled in a thick
     blanket, its face covered with cloth... Thomas goes to
     lift it, to see his son's face...

                                   MAID
                  Mr. Button...!

     He lifts the cloth anyway... He recoils... for he has
     seen some kind of horror... He makes the smallest of
     sounds, a whispered "Ohhhh." And then he suddenly
     snatches up the swaddled baby -- running with it out of
     the room... downstairs... outside...

22   EXT. NEW ORLEANS - NIGHT, 1918                              22

     ... Thomas, tears on his face, carrying his CRYING BABY,
     through the streets... Pushing through crowds...

23   EXT. A BRIDGE, NEW ORLEANS - NIGHT, 1918                    23

     ... he comes along an old bridge over a waterway... the
     air heavy with the haze of fireworks... the water dark...
     brokenhearted, he lifts the baby to throw it into the
     black water... He is just at the apex of this throw when,
     despite his sadness, he can't bring himself to do it...
     Instead, cradles the newborn...

                                THOMAS
                  I'm sorry... I'm so sorry...

     A LANTERN lights his face... A POLICEMAN down the way...

                                POLICEMAN
                  What are you doing there!?

     The BABY starts to CRY...

                                POLICEMAN (CONT'D)
                  What do you have there?

     Thomas takes off... the Policeman after him... Thomas,
     carrying the CRYING BABY, running...

                                                                  12.



23A   EXT. NEW ORLEANS, GARDEN DISTRICT - NIGHT, 1918             23A

      Thomas, scuttling with the crying infant through narrow
      streets past the back porches and the back stairs of the
      large old moldering antebellum houses...

24    EXT. THE BACK OF AN OLD NEW ORLEANS HOUSE - NIGHT, 1918     24

      He comes to an old three-story house with a screened
      porch, VOICES from inside... PEOPLE TALKING and
      LAUGHING... The Baby, soothed by the soft yellow light,
      by the music of the voices, by the house itself -- stops
      its mournful cry. Thomas stops, catching his breath...
      He looks in through the back porch... the sounds of
      VOICES coming... Thomas quietly sets the baby on the back
      porch steps. He takes out every last dollar he has,
      tucking the money inside the Baby's blanket... We can
      just see the figures of two people coming from inside...
      Thomas knocks on the weathered screen door... And his
      decision made, he turns, moving away from the house,
      leaving his child behind.

                              A WOMAN'S (V.O.)
                I could've sworn I heard somebody
                knockin'...

      When a young Black Woman, in a green dress, comes onto
      the porch... A thin, attractive woman, in her late 20s,
      with the sultry eyes of a lounge singer -- She's known as
      QUEENIE. She's followed by a handsome Black man, MR.
      WEATHERS -- that everyone calls TIZZY. She looks out the
      door, and not seeing anything...

                                 QUEENIE
                I guess not...

      She stands for a moment taking in the night air...

                              QUEENIE (CONT'D)
                The air smells sweet...

      And she sings to herself... a song from the time...

                              TIZZY
                You look very handsome tonight,
                Ms. Queenie, handsome as I ever
                seen you... The green matches
                your eyes...

                              QUEENIE
                     (fingering dress)
                It isn't everyday a war's over,
                Mr. Weathers...
                              (MORE)
                                                    (CONTINUED)

                                                                     13.

24   CONTINUED:                                                      24
                                QUEENIE (CONT'D)
                  We have to mark it somehow... You
                  ain't no slouch yourself.

     He smiles, tips his hat... And they stand in the quiet...

                                TIZZY
                  Hambert's back in town... came
                  home legless, but he home... we're
                  gonna throw a party for him...
                  help get himself situated...
                       (beat)
                  I know you was sweet on him one
                  time...

                                QUEENIE
                  Sweeter than I shoulda been...
                  Lost his legs you say? "You never
                  know what's comin' for you."

     And if right on cue an older white Woman sticks her head
     out...

                                OLD WOMAN
                  Ms. Simone messed herself...

                                QUEENIE
                  She got to stop doing that, or
                  it's diapers for her... I'll be
                  right there, Mrs. Jameson...

     The woman disappears inside.    Queenie, not anxious to
     go...

                                QUEENIE (CONT'D)
                  It sure is nice out here, Mr.
                  Weathers...

                                TIZZY
                  Awful nice, Ms. Queenie... Come
                  out back for a moment... take your
                  mind away from things...

     He pushes open the porch screen door...

                                QUEENIE
                       (smiles)
                  Just a moment's time...

     He offers her his hand... She takes it... He backs out of
     the house, holding her hand, and he suddenly steps right
     on top of the Baby... The baby wails, Tizzy stumbles,
     nearly falls...


                                                       (CONTINUED)

                                                                 14.

24   CONTINUED: (2)                                              24

                             TIZZY
               What in God's name...?!!

                                QUEENIE
               What is that?     A fish crawl out of
               the river...?

     She moves to it... pushes aside the blanket, and freezes.

                                QUEENIE (CONT'D)
               God in heaven!

     IT IS THE VERY FIRST TIME WE HAVE SEEN THE BABY. What we
     see is the prominent bald head of any newborn... but it
     has the face, the wrinkled skin, the faded eyes, of an
     octogenarian. Indeed, if we didn't know any better, it
     would seem the newborn was a wrinkled decrepit sad-eyed
     old man...

                             QUEENIE (CONT'D)
               My Goodness, the Lord did
               something here...!

                             TIZZY
               Look like a milk wagon run over
               it... three times... and back...

     And they're both motionless, not quite sure what to do...

                             TIZZY (CONT'D)
               I didn't see it layin' there... I
               hope I didn't hurt it none...
               steppin' on it like that...

     The BABY won't stop its mournful cry...

                             TIZZY (CONT'D)
               We best leave it to the police...
               I'll go --

     Queenie hesitates... a longing.

                             QUEENIE
               It's for sure nobody wanted to
               keep it...

     And making up her mind, she suddenly grabs up the crying
     baby, taking it inside... Tizzy, anxiously whispering
     something, going in after her...

                                                                  15.



25   INT. THE NOLAN HOUSE, NEW ORLEANS - NIGHT, 1918              25

     A piano's playing a standard, people singing.... There's
     a myriad of old dark rooms... heavy furniture and
     carpets... an eclectic mixture of the possessions of
     those who have lived and died here over many years... and
     we see a parlor is crowded with Old People, from sixty to
     ninety-five, in various stages of health... various
     contraptions to keep them "afloat". An Old Age Home. We
     see Queenie moving quietly along a hallway, carrying the
     crying baby so as not to be seen. Tizzy, following her,
     still anxiously whispering after her...

                             A WOMAN'S (V.O.)
               Where are you, Queenie...?

                             QUEENIE
               Hold your water...
                    (and to Tizzy)
               Go see to them.

     He does what she asks. She hurries the baby into a small
     room, literally like a mouse house, under the stairs...

26   INT. QUEENIE'S ROOM, OLD HOUSE, NEW ORLEANS - NIGHT 1918     26

     A small room tucked under the staircase...

                             A WOMAN'S (V.O.)
               Queenie Apple... she went and
               messed herself all over again...

                             QUEENIE
               Jane Childress start her a bath...
               and mind your business, Mrs.
               Duprey... You'll be messing
               yourself soon enough too!

     There's a KNOCK on Queenie's door.

                             A WOMAN'S (V.O.)
                    (whispers)
               Somebody stole my necklace...

                             QUEENIE
               I'll be right with you, Mrs.
               Hollister...

     She whispers to The Baby, soothing it. And looking for a
     place to put it, she opens a dresser drawer...




                                                    (CONTINUED)

                                                                16.

26   CONTINUED:                                                 26

                                QUEENIE (CONT'D)
                  You may be as ugly as an old
                  pot... but you still a child of
                  God...

                                A WOMAN'S (V.O.)
                  Queenie, Apple... she won't go
                  take a bath wit'out you...

                                QUEENIE
                  Mercy, I'll be right there.

     And with that she puts The Baby into the top dresser
     drawer... with her unmentionables... and shuts it...
     leaving it open just a crack, enough to breathe...
     Turning, she sees an Old Woman, looking very lost,
     looking in the room...

                                MRS. HOLLISTER
                  My sister gave those pearls to
                  me... I can't find them
                  anywhere... People are stealing my
                  jewelry...!

                                 QUEENIE
                  They're right here, Mrs.
                  Hollister, right 'round your
                  pretty white neck...
                       (moving her)
                  Come on now...

     There's a sound of a door chime...

                                A WOMAN'S (V.O.)
                  Dr. Rose has arrived for his
                  visit...

     Queenie takes a concerned look back at the Baby, and
     closes the door... And we stay behind for a moment...
     inside Queenie's underwear drawer, with the smell of a
     lilac sachet... is the Baby with the face of an old
     man... looking up at the sliver of light coming into the
     dresser drawer...

27   INT. PARLOR, NOLAN HOUSE, NEW ORLEANS - NIGHT, 1918        27

     We see the Doctor, an older man in a tired suit, who has
     done this longer than he cares to remember, finishing
     examining one of the elderly boarders. He puts his
     things into his doctor's bag. Queenie comes beside him,
     saying something...

                                                                  17.



28   INT. QUEENIE'S ROOM - THAT NIGHT, 1918                       28

     The Baby is lying on Queenie's bed... Dr. Rose,
     stethoscope ever dangling, washes his hands in a sink.

                             DOCTOR ROSE
               ... He's nearly blind from
               cataracts... I'm not sure he can
               hear... His bones indicate severe
               arthritis... His skin has lost all
               elasticity... His hands and feet
               are ossified... He has all the
               deterioration, the infirmities,
               not of a newborn, but of a man
               well in his eighties on the way to
               his grave...

                             QUEENIE
               You mean to say he's dying?

                             DOCTOR ROSE
               Of old age. His body is failing
               him before his life's begun.

     They're still, looking at the strange baby.

                             DOCTOR ROSE (CONT'D)
               Where did he come from?

                             QUEENIE
                    (after a beat)
               It's my sister's child... From
               Lafayette. She had an unfortunate
               adventure.
                    (whispers)
               The poor child got the worse of
               it... came out white...

                             DOCTOR ROSE
               There are places for 'unwanted'
               babies like these, Queenie...
               There's no room for another mouth
               to feed here... The Nolan
               Foundation, despite their good
               intentions, thinks this place is a
               large nuisance as it is... A baby
               here --

                             QUEENIE
                    (appealing)
               You said he don't have long.



                                                    (CONTINUED)

                                                                     18.

28   CONTINUED:                                                      28

                                DOCTOR ROSE
                  Queenie -- some creatures aren't
                  meant to survive.

     She looks at the Baby, determined.

                                QUEENIE
                  He is a miracle, that's for
                  certain... just not the kind of
                  miracle one hopes to see...

29   INT. PARLOR, NOLAN HOUSE - THAT NIGHT, 1918                     29

     The Old People are sitting around the parlor talking,
     playing cards... Queenie brings the baby bundle into the
     room.

                                QUEENIE
                  You all listen...

     And they stop what they are doing...

                                QUEENIE (CONT'D)
                  We have a visitor that will be
                  staying with us for a little
                  while... My sister had a child but
                  couldn't see right by it... He's
                  known as...
                       (a hesitation naming him)
                  Benjamin...
                       (she likes the sound
                        of it)
                  Benjamin... He's not a well
                  child... so we need to take very
                  good care of him...

     We see Tizzy's come out of the kitchen , watching with an
     air of strong disapproval... And an OLD WOMAN says...

                                ONE OF THE WOMEN
                  I had ten children... there's not
                  a baby I can't care for... let me
                  see him...

     Queenie hesitates, and gives the Baby to her... The Old
     Woman pushes the blanket back from the baby's face...

                                THE OLD WOMAN
                       (startled)
                  God in heaven, he looks just like
                  my ex-husband...

     And there's laughter...

                                                       (CONTINUED)

                                                                 19.

29   CONTINUED:                                                  29

                                QUEENIE
                  He's prematurely old... Doctor
                  Rose said he don't have much time
                  on this earth...

                                   A MAN
                  Join the club.

     They all laugh. Their laughter makes the baby seem to
     smile... the lonely smile of an old, dying man.

30   INT. QUEENIE'S ROOM - STILL LATER THAT NIGHT, 1918          30

     We see Queenie, unable to sleep, lying in bed, looking
     out a small window... there's a light KNOCK on the
     door... Tizzy...

                                TIZZY
                  Hambert sends his remembrance to
                  you.

     She nods... The baby cries out... and then it's quiet...

                                TIZZY (CONT'D)
                       (meaning the baby)
                  Are you right out of your mind? I
                  know you don't got all the parts
                  it takes to make one of your
                  own... but this isn't yours to
                  keep... this isn't even human
                  kind...

     With nothing left to be said, he starts to go...

                                QUEENIE
                       (whispers)
                  Mr. Weathers. Stay with me
                  tonight.

     He slows.    She's quiet.     And she whispers:

                                QUEENIE (CONT'D)
                  "You never know what's comin' for
                  you."

     And as they move to be with one another, to make love; we
     look over at the dresser drawer -- open just a crack...
     Benjamin lying among the unmentionables, looking out at
     the world...

                                BENJAMIN BUTTON'S (V.O.)
                  I found a home...

                                                                  20.



31   INT. THE HOSPITAL ROOM, NEW ORLEANS - DAY, PRESENT           31

     Caroline with the "journal" on her knees. Daisy, eyes
     closed... the wind gathered in strength... furiously
     knocking...

                             CAROLINE
               Is any of this true?

                             DAISY
               You have such a lovely voice.

     Caroline shrugs.   She looks through the "book..."

                             CAROLINE
               Some pages seem to be torn out
               here...

     She discovers inside...

                             CAROLINE (CONT'D)
               There's an old streetcar token.

     She gives it to her mother, folding her hand around it.
     But Daisy is somewhere else, looking out the window...

                             DAISY
               That clock... Just kept going,
               year after year after year...

32   INT. "NEW" TRAIN STATION, NEW ORLEANS - ANOTHER DAY, 1925    32

     And we see "Mr. Cake's" clock with its cherubs pushing
     the "hands of progress," still marking time backwards...
     The year is now, "1925..."

33   INT. THE NOLAN HOUSE - DINING ROOM, NEW ORLEANS -            33
     EVENING, 1925

                             BENJAMIN BUTTON'S (V.O.)
               "...I didn't know I was a child.
               I thought I was like everyone else
               who lived there, an old man, in my
               "golden years."

     The boarders eating dinner. Queenie, in a white
     uniform... along with Tizzy, wearing a chef's hat and
     apron, helping her serve. We move across the ancient
     faces... until we come to one particular face... Wearing
     eyeglasses now... but the same wrinkled face we've come
     to know... the face of a very old man...



                                                    (CONTINUED)

                                                                 21.

33   CONTINUED:                                                  33

     The face of Benjamin Button, when he should normally be a
     six-year-old. He's sitting in a wheelchair now... small,
     shrunken, hunched with age, legs and hands crippled with
     arthritis... Eyeglasses are just one addition... a
     hearing aid... a bulky apparatus of its time, is in one
     ear... But if we look even closer we can see there are
     sprouts of hair... wisps of white... what would be the
     last hair for some... seem to be growing in... As we
     watch him eat, he uses his fork like a child might,
     banging it just for the hell of it making noise...

                                QUEENIE
                  Stop bangin' that fork...
                       (fixing it in his
                        arthritic hand)
                  It's for eating, not for playin'
                  with... And use your napkin,
                  please Mr. Benjamin...

     And he does as he's told... A staff member helps one of
     the old men, feeding him... Benjamin just another old man
     having dinner with his contemporaries.

34   EXT. THE PORCH, NOLAN HOUSE, NEW ORLEANS - NIGHT, 1925      34

     A line of old people in rockers. Benjamin, like any six-
     year-old, bored, wheels his chair back and forth, between
     them... until one of the oldsters, who has had enough,
     sticks his cane in the spokes of his wheelchair, making
     him come to an abrupt stop... Benjamin, sitting with the
     other oldsters on the porch... the old people rocking...
     Sounds drift from the street beyond the wall... children
     playing... people talking...

                                  BENJAMIN BUTTON
                  What's there?

     Nobody says anything, rocking. Benjamin, eternally
     curious needing to know, suddenly wheels himself
     precariously to the very edge of the porch where the wall
     is lower and he just sees the street... children running
     on the street, playing... carriages dropping people off
     for a party... He leans forward to get an even better
     view... When Queenie suddenly grabs him...

                                QUEENIE
                  Benjamin! That's dangerous... Come
                  back here...!

     ...Rolling his wheelchair away from the edge to the
     safety of the old people... out of sight of the street...

                                                                  22.



35   INT. QUEENIE'S ROOM - NIGHT, 1925                            35

     The small room with the small window. We see Benjamin in
     a bed made on the floor... Queenie in her bed...

                             BENJAMIN BUTTON'S (V.O.)
               I loved her very much. She was my
               mother.

     And he reaches to hold her hand. She generously takes
     his hand... And they lay like that holding hands, Queenie
     in bed, her "son", the "old man" on the floor...

                             BENJAMIN BUTTON
               Somedays I feel like I'm different
               from the day before...

                             QUEENIE
               Everybody feels different about
               themselves one way or another.
               We're all goin' the same way, just
               taking different roads to get
               there... You're on your own road,
               Benjamin.

                             BENJAMIN BUTTON
               How much longer do I have to live,
               Mother?

                             QUEENIE
               Just be thankful you got what
               you're given. You already here
               longer than you supposed to be.

     We see the door quietly open, Tizzy coming in...

                             BENJAMIN BUTTON'S (V.O.)
               Some nights, I would have to sleep
               alone.

     He looks at Benjamin, his signal to pick him up, carrying
     him out of the room, sitting him in his wheelchair, Tizzy
     going back down into the room to be with Queenie...
     shutting the door...

36   INT. THE PARLOR, NOLAN HOUSE, LATE AT NIGHT, 1925            36

     An Old Woman's fallen fast asleep in an easy chair, a
     book on her lap. Benjamin sitting alone in his
     wheelchair, listening to the sounds of the house.




                                                    (CONTINUED)

                                                                       23.

36   CONTINUED:                                                        36

                                BENJAMIN BUTTON'S (V.O.)
                  I didn't mind. I would listen to
                  the house breathing. All the
                  people sleeping. I felt safe.

     Be he still wants to know "What's over there?" He wheels
     himself over to sit at the window looking outside...
     looking at the streetlights, the world beyond the gate...
     trying to see what's dangerous...

                                BENJAMIN BUTTON'S (V.O.) (CONT'D)
                  It was a place of great routine...
                  Every morning at 5:30, no matter
                  the weather... General Winslow,
                  U.S. Army Retired... raised the
                  flag...

37   EXT. THE FRONT LAWN, NOLAN HOUSE - MORNING, 1925                  37

     And we see the very elderly General Winslow, doing just
     that... raising the flag in a downpour, only... he's
     naked. And as Queenie comes running across the lawn with
     a coat for him. There's the sound of SOMEONE SINGING
     OPERA...

                                BENJAMIN BUTTON (V.O.)
                  Mrs. Sybil Wagner, once a noted
                  opera singer... well, she'd sing,
                  Wagner...

38   INT. MRS. WAGNER'S ROOM, NOLAN HOUSE - MORNING, 1925              38

     We see a Victrola playing, Mrs. Wagner in her nightgown
     at a window singing with the musical accompaniment at the
     top of her lungs... while, down the hall we see Queenie
     giving Benjamin a bath... massaging his poor crippled
     legs...

                                 QUEENIE
                  We're gonna put some life into
                  these old sticks for you... get
                  you walkin'...

                                BENJAMIN BUTTON'S (V.O.)
                  Breakfast was served promptly at
                  six.

39   INT. THE KITCHEN, NOLAN HOUSE - MORNING, 1925                     39

     We see Benjamin in his wheelchair, under Tizzy's
     tutelage, learning to cook... and simultaneously, to
     read...


                                                         (CONTINUED)

                                                           24.

39   CONTINUED:                                            39

                                  TIZZY
                  How we doin'?    What's that say
                  there?

                                  BENJAMIN
                  Bis...

                                TIZZY
                  Biscuits... and...

                                  BENJAMIN
                  Graby...

                               TIZZY
                  Think. That's a 'v' not a 'b.'
                  Say it.

                                  BENJAMIN
                  Gravy.

                                TIZZY
                  Now you talkin'!

     Some staff come in getting platters of food...

                                TIZZY (CONT'D)
                  How many parts butter we got?

                                  BENJAMIN
                  Four...

                                TIZZY
                  How many parts flour?

                                  BENJAMIN
                  Two...

                                TIZZY
                  How much is four and two?

                                  BENJAMIN
                  Six.

     Tizzy smacks the back of his head.

                                TIZZY
                  You're a regular addin' machine...

                                BENJAMIN BUTTON'S (V.O.)
                  Dinner was served promptly at six.

                                                                  25.



40   INT. KITCHEN, NOLAN HOUSE - NIGHT, 1925                      40

     Tizzy washing dishes...Benjamin working with him...
     putting away cans... reading from one of the labels...

                             BENJAMIN
               Tomato, brown sugar, salt,
               myasses...

     Tizzy swats at him with his dish towel...

                               TIZZY
               "Molasses"...

     And while washing the dishes...

                             TIZZY (CONT'D)
               I learned to read when I was five.
               My grandfather was a dresser for a
               famous actor. He'd bring home
               every play for me to read.
                    (Shakespeare)
               "Kind keepers of my weak decaying
               age, Let dying Mortimer here rest
               himself. Even like a man new
               haled from the rack. So fare my
               limbs with long imprisonment. And
               these gray locks, the pursuivants
               of death, Nestor-like aged in an
               age of care, Argue the end of
               Edmund Mortimer."

     Benjamin's mouth agape, awed, taken by him, his majesty.

                             TIZZY (CONT'D)
               You thought I was plain ignorant,
               didn't you?

     Benjamin never thought about it...

                             TIZZY (CONT'D)
               The actor my grandfather worked
               for was John Wilkes Booth. He
               killed Abraham Lincoln. You never
               know...

     An old man looks in...

                             A MAN
               When's dessert...?




                                                    (CONTINUED)

                                                                      26.

40   CONTINUED:                                                       40

                                TIZZY
                  When it's served. Now sit your
                  wrinkly butt back down, Mr. Lee.

                                BENJAMIN BUTTON'S (V.O.)
                  On Saturday nights I would go to
                  Queenie's church...

41   INT. CHURCH TENT, NEW ORLEANS - A SATURDAY NIGHT, 1926           41

     A sweltering shout 'em up Negro gospel tent. Queenie
     pushes Benjamin in his wheelchair past a line of people
     looking to be healed, bringing him face to face with a
     mountain of a PREACHER, pouring sweat and full of fire...

                                THE PREACHER
                  What can I do for you, Sister?

     And Queenie whispers something to him.

                                THE PREACHER (CONT'D)
                  Her parts are all twisted up
                  inside so she can't have little
                  children...

     He puts his hand on her stomach...

                                PREACHER
                  Lord, if you could see clear to
                  forgive this woman her sins so she
                  can bear the fruit of the womb.
                       (and shouts)
                  Out damnable affliction!

     He presses on her stomach... making Queenie nearly fall
     over... held up by a "NURSE" in a crisp white uniform.
     And once she's regained her balance...

                                THE PREACHER
                       (at Benjamin)
                  And what's this old man's
                  irrediction?

                                QUEENIE
                  He's got the devil on his back...
                  trying to ride him into the grave
                  before his time...

                                THE PREACHER
                       (touches Benjamin)
                  Out, Zebuchar! Out, Beelzebub!
                       (after a beat)
                  How old are you?

                                                        (CONTINUED)

                                                                      27.

41   CONTINUED:                                                       41

     And he says what is only true.

                                BENJAMIN
                  I'm seven, but I look a lot older.

                                   PREACHER
                       (laughs)
                  God bless you.    He's seven!

     The congregation laughs...

                                THE PREACHER
                  This is a man who has optimism in
                  his heart! Belief in his soul!
                  We are all children in the eyes of
                  God. Now we are going to get you
                  out of that chair... we're gonna
                  have you walk...
                       (his hands on Ben's
                        shoulders)
                  In the name of God's glory, rise
                  up!

     And Benjamin, doing what he's asked, barely able to, his
     legs akimbo, stands... The people all applaud...

                                THE PREACHER (CONT'D)
                  Now God is going to see you the
                  rest of the way... He's going to
                  see this little old man walk
                  without the use of a crutch or a
                  cane...! He's going walk by
                  himself on faith and divine
                  inspiration alone...! We'll show
                  that Devil where to go...! Walk
                  on...!

     And Benjamin takes two very precarious steps and his poor
     arthritic legs give out... and he sprawls to the floor...
     The Aides in white nurse's uniforms move to help, but:

                                THE PREACHER (CONT'D)
                  Don't touch him!
                       (kneeling to Benjamin)
                  Rise up, old man!

     But Benjamin stays crumpled on the floor... The Preacher
     comes to his feet, standing like a mountain over him...

                                THE PREACHER (CONT'D)
                  Rise up like Lazarus!

     Benjamin still lies on the floor...

                                                        (CONTINUED)

                                                                   28.

41   CONTINUED: (2)                                                41

                             THE PREACHER (CONT'D)
               I said rise up!!

     And Benjamin, slowly but surely, makes his way to his
     feet...

                             THE PREACHER (CONT'D)
               Yes, and say hallelujah!
                    (Hallelujah!)
               Now walk, my old friend...
               Walk on...!

     And Benjamin, one crippled leg at a time, hobbles across
     the stage... The people urging him on... a string of
     "Hallelujahs...!" Queenie comes to join him... urging
     him...

                             QUEENIE
               Let the Lord carry you... ...

     ...The Preacher, walking along with him, more a dance
     than a walk, shouting the name of the Lord... Queenie and
     The Preacher walking Benjamin across the stage...
     Benjamin making it to the other end... to a roar of
     "Amens"!

                             BENJAMIN BUTTON'S (V.O.)
               Now, when I look back on it, it
               was kind of miraculous... But you
               know the saying, "...the Lord
               Giveth and the Lord Taketh
               away..."

     ... That mountain of a Preacher... in full exaltation to
     God...

                             THE PREACHER
               Praise be to the Lord on the
               highest...!

     Suddenly pitches over, flat on his face... Having had a
     spontaneous coronary... lying center-stage, deader than
     the proverbial doornail... The crisp uniformed "nurses"
     running to attend to him, and poor "old" Benjamin
     haplessly looking around.

42   INT. THE PARLOR ROOM, NOLAN HOUSE - ANOTHER DAY 1926          42

     The people are gathered...

                             BENJAMIN BUTTON'S (V.O.)
               There were birthdays...


                                                     (CONTINUED)

                                                                      29.

42     CONTINUED:                                                     42

       A lit cake is being brought in celebrating General
       Winslow's birthday. He stares at the cake, unhappily
       gets up, mutters something... and leaves. The oldsters
       eye the cake, and without a moment's hesitation, dig
       in...

                                  BENJAMIN BUTTON (V.O.)
                    And mortality was a common visitor
                    to our house... People came and
                    went... Death was so frequent, I
                    was never afraid of it.

43     EXT. NOLAN HOUSE, ANOTHER MORNING, 1926                        43

       Mrs. Wagner's window open... and not a sound coming
       out...

                                  BENJAMIN BUTTON'S (V.O.)
                    You could hear when someone left
                    us... there was a silence in the
                    house...

44     EXT. AN OLD NEW ORLEANS' CEMETERY - DAY, 1926                  44

       A small funeral at   an old cemetery... And while "DIE
       VALKYRIE" PLAYS on   her crank VICTROLA, an old man bangs
       cymbals as a grand   finale to the music... while we see
       SYBIL WAGNER, laid   to rest to sing in another choir:

45     EXT. THE FRONT PORCH, THE NOLAN HOUSE - DUSK, 1926             45

       Benjamin with his wondrous ancient face sitting in his
       wheelchair with the old people on the porch... watching
       the sun go down...

                                  BENJAMIN BUTTON (V.O.)
                    It was a wonderful place to grow
                    up. I was with people who had put
                    away all the inconsequences of
                    life, left in a state of purely
                    being...wondering about the
                    weather...the temperature of a
                    bath...the light at the end of the
                    day...

       And one of them, as if to underscore the point, farts...

46-47A OMIT                                                        46-47A

                                                                  30.



47B   INT. THE NOLAN HOUSE, KITCHEN - ANOTHER DAY, 1927           47B

                              BENJAMIN BUTTON'S (V.O.)
                For everyone that died, someone
                would come to take their place...

      And we see Benjamin coming into the kitchen... Tizzy busy
      preparing lunch... Benjamin stops, seeing a tiny African
      man, his back to us, surrounded by old people standing on
      the lawn... He hears him telling them...

                              NGUNDA OTI
                ... My first wife and I are
                captured by neighbor tribe,
                cannibals...

      The old people shrink at the mention...

                              NGUNDA OTI (CONT'D)
                I escaped across the river...

                              AN OLD WOMAN
                     (wide eyed)
                You escaped cannibals?

                              NGUNDA OTI
                My wife, she can't swim, so she
                eaten.

                              TIZZY
                     (telling Benjamin)
                That's Mr. Oti... He's an
                acquaintance of an acquaintance of
                mine...he'll be stayin' with us in
                the staff quarters for awhile...

                              NGUNDA OTI
                     (telling old people)
                ...Second wife stepped on viper
                and dies... (jocular) It was bad
                luck to be married to Mr. Oti.

      They laugh.

                              NGUNDA OTI (CONT'D)
                I am captured with six others by
                Baschiele tribe. They sell us to a
                big white man...

      He instinctively turns and sees Benjamin standing in the
      window watching him. When Mr. Oti spots him he quickly
      moves out of the window out of sight.

                                                                   31.



47C   INT. THE PARLOR, NOLAN HOUSE - ANOTHER TIME, 1927            47C

      We see Benjamin lying on the floor by the stairs playing
      with some metal army men... when Mr. Oti's distinctive
      laugh, his voice, drifts up from under the stairs...
      Benjamin, getting his canes, goes to look... Mr. Oti,
      standing under the stairs in an alcove with some of the
      help, telling them his life story... but it's a
      completely different tone... a mockery of white people
      and their insanity...

                              NGUNDA OTI
                The Big White Man brings us to St.
                Louis, where they make our village
                at the 1904 World's Fair... They
                have us livin' in these little
                huts like we're livin' in
                Africa... people behind bars
                staring at us... we told not to
                look at them... to just go about
                our normal lives... what the hell
                they talkin' about... ?

      They all laugh...

                              NGUNDA OTI (CONT'D)
                At night we're done bein'
                "savages..." we go over the wall
                into The Rosebud... we drank and
                laughed until the sun come up...
                and then we savages again...

      They nod enjoying the idea... And as Mr. Oti senses
      Benjamin's presence, turning... Benjamin retreating on
      his canes as fast as he can back up the stairs...

47D   INT. DINING ROOM, NOLAN HOUSE - ANOTHER DAY, 1927            47D

      Benjamin sitting at the dining room table reading an
      oversized book of "Imaginary Beings..." He senses a
      presence... and Mr. Oti sits down across from him.

                              NGUNDA OTI
                I hear you not so old as you
                looking. You just foolin'
                everybody. What happen, you get
                Madjembe?




                                                     (CONTINUED)

                                                                      32.

47D   CONTINUED:                                                     47D

                                 BENJAMIN
                   What's a madjembe?

                                    NGUNDA OTI
                   Worms.

                                 BENJAMIN
                   I don't think so. This is just
                   how I am.

      Mr. Oti looks out at the street.

                                 NGUNDA OTI
                   You want to get a cold root beer?

                                 BENJAMIN
                        (an echo)
                   It's dangerous.

                                    NGUNDA OTI
                   Who said that?

      He gets up ready to go. Benjamin hesitates. He can see
      Queenie busy leaning out a window banging dust from a
      rug.

                                 NGUNDA OTI (CONT'D)
                        (last chance)
                   ...Come on little man...

      Despite knowing the consequences he takes up his canes
      and follows Ngunda outside...

48    OMIT                                                            48

49    EXT. STREET, OUTSIDE NOLAN HOUSE, NEW ORLEANS - DAY, 1927       49

      They come outside. Children on the street playing.
      Seeing Benjamin, they come to a dead stop... staring at
      the freak from the old people's home, with another
      freak... Mr. Oti suddenly runs into the street...

                                    NGUNDA OTI
                   Hurry...

      Benjamin tries as best he can to keep up... Mr. Oti darts
      directly in front of a street car, waving his arms,
      making it come to an abrupt stop...




                                                       (CONTINUED)

                                                                  33.

49    CONTINUED:                                                  49

                                 NGUNDA OTI (OVER) (CONT'D)
                   ...Another white man come to my
                   country and say he want to talk to
                   me...

50    INT. THE STREETCAR, NEW ORLEANS - DAY, 1927                 50

      We move along the aisle of a streetcar... the various
      people...

                                 NGUNDA OTI
                   Then I am in the monkey house at
                   "Philadelphia Zoological Park."
                   Three thousand people show up my
                   first day...

      Benjamin and Ngunda siting in the back of the streetcar
      behind a moveable metal bar that has "Coloreds" painted
      on it... Mr. Oti taking a slug from a flask... A group of
      school children nearby can't take their eyes off the two
      of them... Mr. Oti takes his wallet out, taking out a
      folded piece of newspaper, showing it to Benjamin...
      "Bushman shares cage with park apes."

                                 BENJAMIN
                   What's it like living in a cage?

                                 NGUNDA OTI
                   It stinks. The monkeys, they do
                   some tricks... I throw spear... I
                   wrestle with Kowali, she is
                   orangutan... They have me file my
                   teeth like a cannibal...

      He shows him his teeth filed into points like a
      cannibal...

                                 NGUNDA OTI (CONT'D)
                   When I'm not playing with monkeys -
                   - they want me to run to bars in
                   my cage with teeth to scare little
                   children...

      And he suddenly jumps up and does just that, charging
      with his teeth bared at the school children... They
      scream... Mr. Oti, taking his seat again, laughs with
      Benjamin...

50A   INT. (OR) EXT. THE STREETCAR, NEW ORLEANS - DAY             50A

      Benjamin, ecstatic, his head out the streetcar window,
      Mr. Oti holding onto the back of his breeches from
      falling... Benjamin feeling the wind and the city wash
      over him...

                                                                 34.



51   EXT. THE PERISTYLE, NEW ORLEANS - PARK - END OF DAY, 1927   51

     Benjamin and Mr. Oti sitting on a bench at the peristyle
     of a park. Benjamin takes his first slug of a coca cola,
     taking too big a hit, the coke pouring out of his nose...
     Mr. Oti gives him a handkerchief... after he's wiped
     himself up...

                             BENJAMIN
               Why didn't you go back home?

                             NGUNDA OTI
               War between English and Dutch
               people had broken up kingdom.

                             BENJAMIN
               What did you do?

                             NGUNDA OTI
               I leave zoo. Go here. Go there.
               Everything okay. But I alone.

                             BENJAMIN
               You were all alone?

                             NGUNDA OTI
               You'll see little man, plenty
               times you be alone. You different
               like us, it's gonna be that way.
               But I tell you a little secret I
               find out. We know we alone. Fat
               people, skinny people, tall
               people, white people... they just
               as alone as us... But they scared
               shitless...

     He smiles a knowing smile...

                             NGUNDA OTI (CONT'D)
               Not a thing wrong with being
               alone... no sir...

     He looks out...

                             NGUNDA OTI (CONT'D)
               I think about the river I grew up
               on. It would be good to sit by my
               river again.

     He looks at his watch.   He suddenly gets up...

                                                                 34A.



52   EXT. BOURBON STREET CORNER, NEW ORLEANS - DUSK, 1927         52

     Mr. Oti and Benjamin coming along the street, music
     pouring out... They reach a corner where a tall octoroon
     woman is waiting. She broadly smiles seeing Mr. Oti.

                             THE WOMAN
               There's my little man. You ready,
               sugar.




                                                   (CONTINUED)

                                                                     35.

52   CONTINUED:                                                      52

                                NGUNDA OTI
                       (smiles, pure Ngunda)
                  Always ready. Always ready.
                       (introduces)
                  Filamena, Mr. Benjamin.

                                FILAMENA GILEA
                       (respectful of his
                        age)
                  It's a pleasure to meet you, Sir.

                                NGUNDA OTI
                       (to Benjamin)
                  You can find your own way home,
                  can't you?

     Although he's not sure he can... he nods, yes.

                                NGUNDA OTI (CONT'D)
                  The St. Charles Avenue line to
                  Napoleon...

     And with that, his arm around Filamena's waist, the two
     of them laughing, walk off... Benjamin's left standing on
     the street corner... he looks around to get his
     bearings... he moves along Bourbon Street... A streetcar
     comes along, bell clanging, it rushes by him... he
     watches it go... Clasping his canes, determined, he
     starts walking... bent over, one cane after the other...
     making his way along the street...

53   EXT. NOLAN HOUSE, NEW ORLEANS - LATE NIGHT, 1927                53

     We see Benjamin coming back to the gate... and we hear:

                                QUEENIE (V.O.)
                  Where in God's name have you
                  been?!!

     And we see Queenie standing on the porch... She's worried
     sick... she sees his hands are bleeding from blisters.

54   INT. KITCHEN, QUEENIE'S SINK, NOLAN HOUSE - NIGHT               54

     Queenie cleaning his hands...

                                QUEENIE
                  Like to scare the Holy Hell out of
                  me! I was so worried about
                  you...you take my breath away...




                                                       (CONTINUED)

                                                                     36.

54   CONTINUED:                                                      54

                                BENJAMIN (V.O.)
                  It had been the best day of my
                  life.

55   INT. HOSPITAL ROOM, NEW ORLEANS - MORNING, PRESENT              55

     And the "caregiver," Dorothy Baker, comes back in.        She
     feels Daisy's pulse, straightens her pillow...

                                DOROTHY BAKER
                  How's her breathing... ?

                                CAROLINE
                  Shallow.

     Dorothy nods.

                                DOROTHY BAKER
                       (after a beat)
                  They're sayin' it's gonna reach us
                  late in the day... I'm goin' to
                  get my baby and take him to my
                  sister's... they said there's
                  nothin' to worry about here in the
                  hospital...Nurses are right here
                  if you need them...I'll see you in
                  about an hour if that'll be
                  okay...

                                CAROLINE
                  No, that's fine...please...

     She leaves. It's momentarily quiet, the wind knocking at
     the window... Daisy, ruminating...

                                DAISY
                  Was there just company?

                                CAROLINE
                  Dorothy had to go home...

     But Daisy's mind is elsewhere...gesturing for her to keep
     reading...

                                DAISY
                  Caroline...

     Caroline looks back at the book.       Daisy closes her
     eyes...

                                CAROLINE
                  "On Sundays the families would
                  come and visit...

                                                                 36A.



56   EXT. THE LAWN, THE NOLAN HOUSE - DAY, 1930                   56

     The boarders on the lawn with their loved ones... And we          *
     see an OLD MAN, walking with the aid of a cane coming out         *
     of the house onto the lawn... And as he moves through the         *
     people we see it's Benjamin... He has a single cane,              *
     standing more upright now, a distinctive shock of white
     hair, eyebrows... A distinguished looking man in his              *
     seventies, or, in normal years, a growing twelve-year-old
     boy...

                             BENJAMIN BUTTON'S (V.O.)
               It was Thanksgiving 1930, I met
               the person who changed my life
               forever.

     A chauffeured car has stopped... A Man is standing in the
     road, looking at the house through the gates... And we
     realize it's THOMAS BUTTON... looking for a glimpse of
     his son... Benjamin instinctively turns, but it's too
     late, his father's back in the car, being driven away...




                                                   (CONTINUED)

                                                                      37.

56   CONTINUED:                                                       56

                                A WOMAN'S (V.O.)
                  Well, Benjamin...                                        *

     He turns, an older woman nearby...                                    *

                                BENJAMIN                                   *
                       (politely)                                          *
                  Why, good day Mrs. Fuller...                             *

                                GRANDMA FULLER                             *
                  Might I say you are looking                              *
                  strikingly youthful...a single                           *
                  cane, your back as straight as an                        *
                  arrow... what elixir have you been                       *
                  drinking?                                                *

     He laughs...And there's a voice that cuts through the                 *
     day...                                                                *

                                A LITTLE GIRL'S VOICE                      *
                  Grandma, look at me...                                   *

     Benjamin, and Grandma Fuller turn to see a little girl,               *
     no more than eight, standing on a picnic table top doing              *
     pirouettes, one after another, for an admiring group of               *
     old people...she full curtsies, bowing --the way dancers              *
     do head to chest... then raising her head, laughing...                *

                                GRANDMA FULLER                             *
                  Now that was really something...                         *
                  Come on over here, you... This is                        *
                  my granddaughter Daisy... This is                        *
                  Mr... Benjamin, I'm afraid I don't                       *
                  rightly know your last name...                           *

                                BENJAMIN
                  Benjamin is just fine...                                 *
                                                                           *




                                                        (CONTINUED)

                                                        38.

56   CONTINUED: (2)                                     56

                             BENJAMIN BUTTON'S (V.O.)        *
               I would never, the rest of my                 *
               life, forget those blue eyes...               *

     And with great dignity -                                *

                             TIZZY                           *
                    (calling to all)                         *
               Good people, Supper is soived.                *

                                                                  39.



                                                                       *

57   INT. DINING ROOM, NOLAN HOUSE - THANKSGIVING, 1930           57

     The families, along with Ngunda and Filamena, are
     gathered in the dining room, their heads bowed in prayer.
     We see Daisy across from Benjamin... The prayer's
     finished, it's noisy...

                             NGUNDA OTI
               We pray to Bembe... the creator of
               all living things... she retired
               after all that work...

                             DAISY
                    (needing to top that)
               Did you know turkeys aren't really
               birds...?

                             BENJAMIN
               Why do you say that?

                             DAISY
               They're in the pheasant family.
               They can hardly fly. It's sad
               don't you think? A bird, that
               can't fly.

                             NGUNDA OTI
               I like birds that can't fly.
               They're easy to eat.

                             QUEENIE
                    (standing)
               I have something to tell you
               all...




                                                    (CONTINUED)

                                                                      40.

57   CONTINUED:                                                       57

     They're quiet.

                                QUEENIE (CONT'D)
                  While we're giving thanks for
                  God's blessings... I've had a
                  miracle happen.
                       (she touches her
                        stomach)
                  The Lord saw fit to answer my
                  prayers.

     The people applaud the good news.

                                BENJAMIN
                  What does she mean "answered her
                  prayers?"

                                DAISY
                  She's going to have a baby, silly.
                  That's what my mother said when I
                  was going to have a little
                  brother. He didn't live long
                  though. He didn't breathe
                  right...

     And we can see Benjamin's heart beginning to break... he
     looks over, Tizzy, proudly smiling... And as Queenie
     accepts congratulations... Benjamin's old wrinkled face,
     watching her... looks like he's going to cry...

58   INT. PARLOR, NOLAN HOUSE - NIGHT, LATER, 1930                    58

     We see an ABSTRACT BLACK AND WHITE DRAWING.       And we hear
     a woman's voice...

                                A WOMAN'S (V.O.)
                  This is the picture of Old Man
                  Kangaroo at five in the
                  afternoon...                                             *

     AN OLD FINGER comes in pointing to a drawing. We see                  *
     Benjamin and Daisy, sitting close together on a sofa, and             *
     Daisy's grandmother, arm encircling them, is reading to               *
     them from Rudyard Kipling's "Just So Stories."                        *

                                GRANDMA FULLER                             *
                  You can tell it's late, because of                       *
                  the shadow here...                                       *

     Benjamin and Daisy sitting rapt while she finishes                    *
     reading to them...                                                    *



                                                        (CONTINUED)

                                                               40A.

58   CONTINUED:                                                58

                                GRANDMA FULLER (CONT'D)
                  It's the time Old Man Kangaroo got                *
                  his beautiful hind legs just as...                *
                  I hope I'm saying this right...                   *
                  just as Big God Ngog had promised.                *
                  You can see that it's five                        *
                  o'clock, because Big God Ngog's                   *
                  pet tame clock says so.                           *
                  (finishing) Isn't that something?                 *

     Both Daisy and Benjamin, thrilled, say: "Again. Read it        *
     again."                                                        *

                                GRANDMA FULLER (CONT'D)
                  Alright, once more... but                         *
                  afterwards (forgetting Benjamin's                 *
                  age) both of you must promise to                  *
                  go to bed...                                      *

     They both "I promise..." And as she starts to read all         *
     over again...                                                  *

                                                                    41.



                                                                         *


59   INT. A ROOM, NOLAN HOUSE - LATE AT NIGHT, 1930                 59

     We see Benjamin asleep in bed with one of the Old Men,
     MR. DAWS. The door opens. And Daisy, in her nightgown,
     has come inside... she slightly touches Benjamin...

                             DAISY
                    (whispers)
               Are you sleeping?

     He shakes "no."

                             DAISY (CONT'D)
                    (whispers)
               Come on...

     She moves quickly out of the room and Benjamin gets up,
     and with the aid of his cane, follows her...

60   INT. BACK STAIRWELL, NOLAN HOUSE - LATE NIGHT, 1930            60

     The old house still. Daisy, moving quietly down the
     stairs. Benjamin, his cane softly thumping the steps,
     following her.

                             BENJAMIN
                    (whispers)
               Where are we going?

     She doesn't say anything. She leads him into the DINING
     ROOM... where we see the wash has been draped, sheets and
     pillowcases, like ghosts over the dining room table, and
     a smaller side table, and a buffet...to dry...

                               DAISY
               Under here...

     And she ducks under a sheet, beneath the dining table...
     Benjamin follows her into the "fort..."

                             DAISY (CONT'D)
               Nobody knows about this but us.




                                                      (CONTINUED)

                                                                     42.

60   CONTINUED:                                                      60

     They sit... The little girl, and the old man with the
     maturity of a ten year old boy, enjoying their secret
     lair... She takes a candle out of the folds of her
     nightgown... She tries to light it, but doesn't really
     know how to use matches...

                                DAISY (CONT'D)
                  Will you light it?

                                BENJAMIN
                  I'm not supposed to use matches...

                                DAISY
                  Don't be chicken...

     Despite his caution, he lights the candle... the
     candlelight making it feel more secret...

                                 DAISY (CONT'D)
                  I'll tell you a secret then you
                  tell me one...
                       (whispers)
                  I saw mommy kissing another man.
                  Her face was red from it.

     Benjamin doesn't know what to say.

                                DAISY (CONT'D)
                  Your turn to tell.

                                BENJAMIN
                  I'm younger than I look.

                                DAISY
                       (whispers)
                  You don't seem like an old
                  person... like my grandma... Are
                  you sick?

                                BENJAMIN
                       (whispers)
                  I heard Tizzy and my mother
                  whisper. They said I was going to
                  die soon.
                       (smiles)
                  But I fooled them so far.

     Daisy looks at him in the flickering candlelight.

                                DAISY
                  You are different than anybody I
                  have ever met. Can I?


                                                       (CONTINUED)

                                                                  43.

60   CONTINUED: (2)                                               60

     She innocently reaches to touch the skin on his cheek to
     see what it feels like... When suddenly a sheet is pulled
     back and Daisy's grandmother is standing there.

                             GRANDMA FULLER
               What are you doing under there?
               Who's idea was this candle?

     She angrily blows it out... and... to Daisy... taking her
     by the arm...

                             GRANDMA FULLER (CONT'D)
               It's after midnight, you come
               right out here and get back up to
               bed...!
                    (and for Benjamin,
                     but saying it to
                     Daisy)
               You are not to be playing
               together! Play with people your
               own age...!
                    (moving her along)
               Now, you come back to bed, young
               lady...! You're too young to be
               wandering around in the night by
               yourself...
                    (and a last word to
                     Benjamin)
               You should be ashamed of yourself!

     And they're gone... Benjamin left sitting along under the
     sheets. There's a slight sound and he sees Queenie, in
     her nightgown, standing in the doorway...

                             QUEENIE
               You are a different child... a man
               child. People aren't going to
               understand how different you are.

                             BENJAMIN
                    (forlorn)
               What's wrong with me, Mother?

                             QUEENIE
               God hasn't said yet. Now, back to
               bed and behave yourself.

     He crosses up the back stairs with the aid of his cane,
     and Mr. Oti, like a spectre, is sitting on one end of the
     back steps smoking a cigarette, drinking form his flask.
     He looks at Benjamin as he goes by.



                                                    (CONTINUED)

                                                                  44.

60   CONTINUED: (3)                                               60

                             NGUNDA OTI
                    (takes a drink)
               You get used to it...

                             QUEENIE (V.O.)
                    (shouts)
               You get back in that bed or I'll
               cane your old ass!

     Benjamin turns down the hallway and slips into the
     bedroom --

61   INT. BEDROOM, NOLAN HOUSE - LATE NIGHT, 1930                 61

     Benjamin climbing back into bed with the Old Man.
     Turning his back to the old man. And Mr. Daws, unable to
     sleep...

                             MR. DAWS
               Did I ever tell you I've been
               struck by lightning seven times.
               Once, when I was fixing a leak on
               the roof.

     And we see just that, the old man on a roof getting
     blasted.

                             MR. DAWS (CONT'D)
               Once, when I was crossing the road
               to get the mail...

     And we see that, the man peacefully crossing a country
     road to get the mail, getting hit by lightning... But
     Benjamin just lays there looking out the window... all he
     can think about... despite everything...

                             BENJAMIN BUTTON'S (V.O.)
               I never forgot her blue eyes...

62   INT. THE HOSPITAL ROOM, NEW ORLEANS - DAY, PRESENT           62

     The words linger. Daisy, her extraordinary blue eyes,
     lying on her death bed... the rattle of the window in the
     wind...

                             CAROLINE
               Are you alright, Mother?

     She nods "yes."




                                                    (CONTINUED)

                                                                     45.

62   CONTINUED:                                                      62

                                CAROLINE (CONT'D)
                  This man. He loved you from the
                  first time he saw you.

     She doesn't say anything.

                                CAROLINE (CONT'D)
                       (without complaint)
                  Nobody has ever loved me that way.

                                DAISY
                       (impelling her)
                  Go on.

                                CAROLINE
                  He crossed out something... and
                  then he's written... "When..."

                                BENJAMIN BUTTON'S (V.O.)
                  "...When the baby came things were
                  different..."

63   INT. THE KITCHEN, NOLAN HOUSE - NIGHT, 1931                     63

     We see Benjamin in his pajamas, quietly coming into the
     kitchen for something to eat... And he slows, seeing
     Queenie, taking a moment to herself, sitting at the
     kitchen table, peacefully breast-feeding her infant... as
     Benjamin slips back out unseen, closing the door after
     him...

64   INT. ATTIC, NOLAN HOUSE - NIGHT, 1931                           64

     We see Benjamin lying on a small bed in the ATTIC...
     cluttered with years of accumulated things...

                                BENJAMIN BUTTON'S (V.O.)
                  I moved into my own room in the
                  attic... I realized, despite a
                  house filled with people that I
                  loved, I was alone...

     There's a noise. And we see Ngunda Oti is at the door, a
     suitcase in hand.

                                NGUNDA OTI
                  I come to say goodbye. I'm going
                  away.

                                 BENJAMIN
                  Going away?   Where?



                                                       (CONTINUED)

                                                                       46.

64   CONTINUED:                                                        64

                                NGUNDA OTI
                  I don't figure that out yet. I
                  will send you a postcard when I
                  get to there.

                                BENJAMIN
                  What about your friend?   The tall
                  lady?

                                NGUNDA OTI
                  We're not friends anymore. That's
                  what happens with tall people.

     He starts to go...

                                BENJAMIN
                  Goodbye...

     And he's gone.   Benjamin gets up going to the window.
     He looks outside. He can see Mr. Oti come onto the
     porch. There's a full moon. And as he walks off, his
     arrogant little walk, suitcase in hand, going out the
     gate, Benjamin watches him disappear into the night.

                                BENJAMIN BUTTON'S (V.O.)
                  I spent a lot of time by myself
                  that year...

65   INT. FRONT ROOM, NOLAN HOUSE - ANOTHER DAY, 1931                  65

     Benjamin sitting at a table, an old man to look at but no
     more than twelve, busy playing with magnets...

                                BENJAMIN (V.O)
                  Until...

     We see a refined, genteel OLD WOMAN, wearing a hat and
     gloves, a suitcase at her feet, flanked by an old DOG,
     just inside the front door...

                                BENJAMIN               (CONT'D)
                  Hello...

                                THE WOMAN
                  I'm moving in today.

     And just then Queenie appears, the baby on her hip...

                                QUEENIE
                  Welcome... we was expecting you...
                       (to Benjamin)
                  Could you show her upstairs?
                                (MORE)

                                                         (CONTINUED)

                                                              47.

65   CONTINUED:                                               65
                                QUEENIE (CONT'D)
                  She will be staying in Mrs.
                  Rousseau's old room. I'll be
                  right with you with some fresh
                  towels...
                       (frowning)
                  We don't usually let dogs in the
                  house.

                                THE WOMAN
                  He's as old as the hills. Blind
                  too. Can hardly get around, he
                  won't be a bother much longer.

     Benjamin, like any young boy, immediately pets the old
     dog...

                                QUEENIE
                  I guess as long as he stays out
                  from underfoot.

     Benjamin helps her with her bags showing her up the
     stairs...the old dog dutifully following them...

                                BENJAMIN
                  I'm Benjamin...

     The woman starts to tell him her name... but we don't
     hear it because...

                                BENJAMIN BUTTON'S (V.O.)
                       (after a beat)
                  As hard as I try, I can't remember
                  her name. Mrs. Lawson, or Mrs.
                  Hartford, or maybe it was Maple?
                  It's funny how sometimes the
                  people we remember the least, make
                  the greatest impression on us.

66   INT. THE OLDER WOMAN'S ROOM, NOLAN HOUSE - DAY, 1931     66

     Benjamin sits petting the dog while the Woman puts her
     things away...

                                BENJAMIN BUTTON'S (V.O.)
                  I remember she wore diamonds...
                  and she always dressed in fine
                  clothing as if she was going out.
                  Although, she never did and nobody
                  would ever come to visit her.

                                                                    48.



67   INT. NOLAN HOUSE, PARLOR - VISITING DAY, 1931                  67

     We see the Woman dressed nicely, sitting in a chair
     reading a book. She takes a look out the window at the
     families on the lawn and bends back to her book.

                             BENJAMIN BUTTON'S (V.O.)
               ...She taught me how to play the
               piano...

68   INT. PARLOR, NOLAN HOUSE - ANOTHER NIGHT, 1932                 68

     The Woman sitting with Benjamin teaching him how to play
     piano...playing a classical piece like Chopin...Benjamin
     trying his hand...sounding pretty bad...

                             THE WOMAN
               It isn't how well you play, it's
               how you feel about what you're
               playing. (whispers) Try this.

     And she plays a ragtime piece...New Orleans music...music
     for the other whole part of the soul... Benjamin tries
     his hand and actually plays it fairly well

                             THE WOMAN (CONT'D)
               You cannot help but put your
               entire self into the music.

     And he plays along with her...a piece he won't soon
     forget...

                             BENJAMIN BUTTON'S (V.O.)
               There were many changes going on,
               some you could see... some you
               couldn't.

69   INT. A BATHROOM, NOLAN HOUSE - NIGHT, 1932                     69

     We see Benjamin taking a bath. An he notices a single
     gray hair floating on the surface...

                             BENJAMIN BUTTON'S (V.O.)
               Hair, had started growing, in all
               sorts of places...

     And he sees some hair is under his arms... and as he
     looks downward...

                             BENJAMIN BUTTON'S (V.O.) (CONT'D)
               Along with other things...



                                                      (CONTINUED)

                                                                     49.

69   CONTINUED:                                                      69

     Benjamin, naked, looking at himself in a mirror... like a
     young teenage boy...

                                BENJAMIN BUTTON'S (V.O.) (CONT'D)
                  I felt like I could do anything,
                  that I could sprout wings...

     And as he flexes his muscles, feeling like a man.

70   INT. HOSPITAL ROOM, NEW ORLEANS - DAY, PRESENT                  70

     It's started to rain, the wind blowing, splattering rain
     against the window. Knocking.

                                DAISY
                  Oh, darlin', the pain...

                                CAROLINE
                  I'll get the nurse...

     She hurries out of the room. Daisy looks out the window.
     The maelstrom of wind and rain. Caroline comes back with
     a Nurse.

                                THE NURSE
                  You're not feeling too good?

     She adjusts the morphine drip.      Daisy lays back.

                                THE NURSE (CONT'D)
                  Nobody seems to know whether to
                  stay or leave. The roads are
                  filled from New Orleans to Baton
                  Rouge already. I think I'm gonna
                  ride it out.
                       (finishing with the
                        drip)
                  There, that should make things
                  easier.

     Daisy starts to feel the effects of the drip...

                                THE NURSE (CONT'D)
                       (to Caroline)
                  Have you had a chance to say your
                  goodbyes?

     Caroline nods.    The Nurse nods.

                                THE NURSE (CONT'D)
                  My father waited four hours for my
                  brother to get here from Boger
                  City. He couldn't go without him.

                                                       (CONTINUED)

                                                                    49A.

70   CONTINUED:                                                     70

     She affectionately touches Daisy's cheek.

                                THE NURSE (CONT'D)
                  She seems like a sweet woman.

     Caroline nods.

                                CAROLINE
                  I haven't spent as much time as I
                  would have like with her the last
                  few years.

     Another NURSE looks in...

                                THE WOMAN
                  You busy?

     The Nurse quickly   goes out of the room. Caroline sits
     back down looking   at her mother...Daisy opens her eyes...
     they look at each   other... Caroline knowing Daisy wants
     to hear the sound   of her voice...

                                CAROLINE
                       (taking up the book)
                  The next page says...

     Daisy shuts her eyes...




                                                      (CONTINUED)

                                                                  50.

70   CONTINUED: (2)                                               70

                             BENJAMIN (V.O.)
               ...Queenie would let me go with
               Mr. Daws to Bridge City..To watch
               the boats go up and down the
               river...

71   EXT. THE MISSISSIPPI RIVER - DAY, 1932                       71

     The busy docks... Men waiting, hoping to find work...

                             BENJAMIN BUTTON'S (V.O.)
               These were hard times... people
               were doing anything they could to
               find work...

     And we see Benjamin, with Mr. Daws, "the lightning man,"
     sitting on a bench with a line of other old men, "killing
     time," watching the boats going up and down the River...

                             MR. DAWS
               Did I ever tell you I was struck
               by lightning seven times? Once,
               when I was in a field tending to
               my cows.

     And we see just that, Mr. Daws, along with a cow of his,
     being hit by lightning.

                             A MAN'S (V.O.)
                    (shouts)
               My fourt' hand didn't show up...
               Anybody want to make $2 for a
               day's work around here...

     Benjamin turns... And he sees a man in his late 40s with
     his three man crew, standing on the deck of a TUGBOAT,
     and old rusted tug built out of charcoal iron... The man,
     its Captain MIKE... Has a thick Irish accent... For some
     reason none of the able-bodied men needing work
     respond...

                             CAPT. MIKE
               What's wrong, nobody wants to get
               their hands dirty...! Nobody wants
               to do an honest days work for an
               honest day's pay...!

                             A MAN
                    (warning them)
               He never pays... He always says
               he'll have to owe it to you...



                                                    (CONTINUED)

                                                                    51.

71   CONTINUED:                                                     71

                                CAPT. MIKE
                  Are all you afraid of workin' for
                  a livin'? Somebody got to want a
                  job...

     Benjamin suddenly springs up at the opportunity, waving
     his arms...

                                  BENJAMIN
                  I do...!

                                CAPT. MIKE
                  You got your sea legs old man?

                                BENJAMIN
                       (feeling his legs)
                  I do. I think.

                                 CAPT. MIKE
                  That's good enough for me! Get
                  your ass on board, we'll sure as
                  hell find out!

     And as Benjamin gets on the boat, heading out to sea...

72   EXT. TUGBOAT, MISSISSIPPI RIVER, NEW ORLEANS - DAY, 1932       72

     And we see Benjamin "learning the ropes..." Helping to
     tow the freighters, into and out of the River ports...
     Benjamin in this element, like a boy, his hair blowing,
     thrilled to be on the boat, thrilled by the adventure...
     willing to do anything...

                                BENJAMIN BUTTON'S (V.O.)
                  I was as happy as I could be... I
                  would do anything...

                                CAPT. MIKE
                  I needs a volunteah.

                                  BENJAMIN
                  Yes, Captain!

                                CAPT. MIKE
                       (motioning)
                  Scrape off this bird shit.

                                BENJAMIN
                  Right away, sir...!

     And he hops to it... Happily scraping off the bird
     shit... Happy to be doing anything...


                                                      (CONTINUED)

                                                                     52.

72   CONTINUED:                                                      72

                                 BENJAMIN BUTTON'S (V.O.)
                  And I actually was going to be
                  paid for something I would have
                  done for free.

                                CAPT. MIKE
                  I'll put you on the books... pay
                  you next time around...

                                BENJAMIN BUTTON'S (V.O.)
                  His name was Captain Mike Clark...
                  He'd been on boats since he was
                  seven...

73   INT. TUGBOAT WHEELHOUSE - END OF ANOTHER DAY, 1932              73

     Mike's a hard drinker, God's last angry man... He's
     drinking as they go in for the night... Benjamin sitting
     with him in the wheelhouse... Capt. Mike jawing away...

                                CAPT. MIKE
                  ... What were you born to do, old
                  timer?

                                BENJAMIN
                  I haven't found out yet.

                                CAPT. MIKE
                  You haven't found out yet?! How
                  old are you, Benjamin, seventy
                  somethin' or other?

                                BENJAMIN
                  Not as old as I look.

                                CAPT. MIKE
                       (laughs)
                  Tha's a good one..." You older
                  than Hades you creaky old bastard!
                  What the hell you been doing with
                  your life?

                                BENJAMIN
                  It's a short story...

                                CAPT. MIKE
                  Can you still get it up?

                                BENJAMIN
                       (doesn't understand)
                  I do every morning.



                                                       (CONTINUED)

                                                                        53.

73   CONTINUED:                                                         73

                                CAPT. MIKE
                  The old pole? The hard'n?     Can you
                  still get it up?

                                BENJAMIN
                       (not so sure)
                  I guess.

                                CAPT. MIKE
                  When was the last time you had a
                  woman, you creaky old bastard...?

                                   BENJAMIN
                  Never.

                                   CAPT. MIKE
                  Never!

                                BENJAMIN
                  Not that I know of.

                                CAPT. MIKE
                       (can't believe his
                         ears)
                  You been on this earth for more
                  than seventy years and you never
                  got any?! That's the saddest
                  thing I ever heard in my life.
                  Never?

                                   BENJAMIN
                  Never.

                                CAPT. MIKE
                  Well, then, hell man, you comin'
                  with me!!

                                BENJAMIN BUTTON'S (V.O.)
                  He took me to meet some friends...

74   INT. A CLUB, THE FRENCH QUARTER - NIGHT, 1932                      74

     Music playing loud... We see Benjamin and Capt Mike at
     the bar... Mike, hammered...

                                   CAPT. MIKE
                  You din't say?     What did your
                  father do?

                                BENJAMIN
                  I never met my father.



                                                          (CONTINUED)

                                                                     54.

74   CONTINUED:                                                      74

                                CAPT. MIKE
                  You're a lucky bastard! All
                  father's want to do is hold you
                  down!.. Out on my father's boat,
                  working da two-a-days... This
                  littl' fat bastard, "tug Irish,"
                  what they calls them. They say
                  the Irish the only one's stupid
                  `nough to work a tug. Them and
                  the Portuguese, as we all know how
                  stupid them Portuguese is. I
                  fin'ly get up the nerves and tell
                  him... "I don't wanta spend da
                  rest of my life on a goddamn
                  tugboat...!" You know what I'm
                  sayin'?

                                BENJAMIN
                  You didn't want to spend the rest
                  of your life on a tugboat.

                                CAPT. MIKE
                  Absolutely, damn right! So you
                  know what my father says? He says
                  "Who the hell you think you are?"
                  "What the hell you think you can
                  do?" I tell him. "Well if you
                  askin' -- I want to be a artist."
                  He laughs. He says, "If God
                  wanted you to be an artist he
                  would made you one." "God wanted
                  you to work a tugboat just like
                  me, and that's what you goin' to
                  do?" "Now, if I ever hear you
                  mention art again, I'll throw you
                  overboard!" Well, I went and I
                  show him... I made myself an
                  artist...

     And he suddenly takes off his shirt, pulls down his
     pants... And we see he's covered, from head to toe, with
     "his artwork," and incredible array of tattoos...

                                 CAPT. MIKE (CONT'D)
                  A tattoos artist...! I puts every
                  one on myself!

     And they look it, upside down sideways and backwards...

                                CAPT. MIKE (CONT'D)
                  You have to skin me alive to take
                  my art away from me now! When I'm
                  dead I'm going to send him my arm!
                                (MORE)
                                                       (CONTINUED)

                                                                 55.

74   CONTINUED: (2)                                              74
                             CAPT. MIKE (CONT'D)
               Don't let anyone tell you
               different! You got to do what you
               meant to do! And I happen to be a
               god-damned artist!

                             BENJAMIN
                    (stating the obvious)
               But you're a tugboat captain.

     Which stops Captain Mike in mid rant... And he has no
     answer for... His only response is to glare at
     Benjamin... A back door opens, a slinky woman coming
     in...

                             THE WOMAN
               Captain Mike, we're ready for you
               and your friend...

                             CAPT. MIKE
               Let's go old timer... Break your
               cherry... This one's on me...

     As they go...

                             CAPT. MIKE (CONT'D)
                    (reconsidering)
               And here's you pay for today...
               Don't ever let anybody tell you
               Captain Mike didn't give a man
               what he deserved...

                             BENJAMIN
                    (looks at change he
                     was given)
               I thought it was $2 for a day's
               work...

                             CAPT. MIKE
               "you can't put a price on
               education..."

75   INT. WHORE HOUSE, THE QUARTER, NEW ORLEANS - NIGHT, 1932    75

     Captain Mike and Benjamin in a small parlor where girls,
     both black and white, are sitting around...

                             BENJAMIN BUTTON'S (V.O.)
               It was a night to remember...

     Captain Mike knows just who he wants and moves off with
     her... Benjamin left standing, not knowing what to do...
     None of the women seem to anxious to be with the old
     man...

                                                   (CONTINUED)

                                                                     56.

75    CONTINUED:                                                     75

                                 ONE OF THE WOMEN
                   He gives me the willies...

                                 ONE OF THE WOMEN (CONT'D)
                   He's not for me, no ways...

      A thin Girl, maybe 19, of mixed ethnicity, decides to
      take a chance...

                                 THE GIRL
                   How are you tonight, Grandpa?

76    INT. A ROOM, WHORE HOUSE, FRENCH QUARTER - NIGHT, 1932         76

      And we see Benjamin and the girl sitting on a bed... And
      as she undresses him... First things first... tossing him
      a wash cloth...

                                 THE GIRL
                   Clean yourself up...

      He doesn't know what she means.. Taking the wash cloth he
      goes over to the sink and does what he knows how to do,
      wash his face...

                                 BENJAMIN
                   Is that any better?

76A   INT. THE ROOM, WHORE HOUSE, FRENCH QUARTER - NIGHT, 1932       76A

      She's pushing him down, hiking up her skirt, all
      business...

                                 THE GIRL
                   Let's go... Time's a wastin'...

      She climbs on top of him... And instinct takes over...
      But Benjamin being just a boy... and this being the first
      time, his excitement gets the immediate best of him...

                                 BENJAMIN
                   Ohhh...!

                                 THE GIRL
                        (hopping up)
                   Come by anytime...

      She starts to leave... But Benjamin, who likes this an
      awful lot...

                                 BENJAMIN
                   Again?


                                                       (CONTINUED)

                                                                    57.

76A   CONTINUED:                                                   76A

                                  THE GIRL
                   Again?

      She looks and sees, sure enough... She climbs back
      on...the results are virtually the same if a bit longer

                                 THE GIRL (CONT'D)
                   My hat's off to you old timer.

      She gets up to go...she's made it to the door... when
      Benjamin says...

                                  BENJAMIN
                   Again?

                                  THE GIRL
                   Again?

      She slows, turns to look... And sure enough... He's as
      ready as he's ever going to be... As she looks at him, a
      look bordering on amazement...

77    INT. THE ROOM, WHORE HOUSE, FRENCH QUARTER - NIGHT, 1932      77

                                 THE GIRL
                   What are you, Dick Tracy or
                   something? I've got to rest...

      And that's just what she's doing... trying to catch her
      breath...

                                 BENJAMIN
                        (in heaven)
                   Again?

78    INT. PARLOR, WHORE HOUSE, THE QUARTER - LATER STILL, 1932     78

      And we see Benjamin, at the door, happily smiling...

                                  BENJAMIN
                   Thank you...

                                 THE GIRL
                        (hurting)
                   No, thank you...

      Benjamin, floating on air, hovering, never wants to
      leave...

                                 THE GIRL (CONT'D)
                   Have a nice night...



                                                     (CONTINUED)

                                                                    58.

78   CONTINUED:                                                     78

                                BENJAMIN
                  You'll be here tomorrow?

                                THE GIRL
                  Every night, but Sunday...

     And she's finally able to go...

                                BENJAMIN BUTTON'S (V.O.)
                  It sure made me understand the
                  value of earning a living... the
                  things it can buy you..

     Benjamin turns to leave... we hear footsteps... And we
     see a man, putting on a raincoat, coming downstairs from
     one of those other rooms... We see it's Benjamin's
     father... THOMAS BUTTON... Seeing Benjamin he slows...
     Benjamin, unaware of who he is, turns and goes out...

79   EXT. STREET, FRENCH QUARTER - LATE AT NIGHT, 1932              79

     It's a rainy night. Benjamin, feeling like a million
     bucks, walks along the street, going home... A
     chauffeured car pulls alongside him, the window rolled
     down... And we see Thomas Button in the car...

                                THOMAS BUTTON
                  It's awful wet out. Can I offer
                  you a ride somewhere...?

                                BENJAMIN
                  That's very kind of you, Sir.

     He gets into the car.

80   INT. THOMAS' CAR, NEW ORLEANS - LATE AT NIGHT, 1932            80

     They drive in awkward silence.

                                THOMAS BUTTON
                  My name is Thomas, Thomas Button.

                                  BENJAMIN
                  I'm Benjamin.

                                THOMAS BUTTON
                       (saying the name to
                        himself)
                  Benjamin... Yes, Benjamin... It's
                  a pleasure to know you.

     They shake hands.


                                                      (CONTINUED)

                                                                       59.

80   CONTINUED:                                                        80

                                THOMAS BUTTON (CONT'D)
                  Would you like to stop and have a
                  drink, Benjamin?

81   INT. BAR, FRENCH QUARTER - LATE AT NIGHT, 1932                    81

     A small old bar. Benjamin and his father sitting in the
     back... The waiter comes over, deferring to Benjamin's
     age...

                                THE WAITER
                  What will it be sir?

                                BENJAMIN
                  I'll have whatever he's having.

                                THOMAS BUTTON
                  A Sazerac for both of us...with
                  whiskey instead of brandy...

     The waiter leaves.

                                THOMAS BUTTON (CONT'D)
                  You don't drink do you?

                                BENJAMIN
                  It's a night for firsts...

                                 THOMAS BUTTON
                  How is that?

                                BENJAMIN
                  I've never been to a whore house
                  either.

                                THOMAS BUTTON
                  It's an... experience...

                                 BENJAMIN
                  It certainly is.
                       (and honestly)
                  I'm not very experienced about a
                  lot of things.

                                THOMAS BUTTON
                  That isn't a bad thing.

                                BENJAMIN
                  There's a first time for
                  everything.




                                                         (CONTINUED)

                                                                     60.

81   CONTINUED:                                                      81

                                THOMAS BUTTON
                  True enough. I don't mean to be
                  rude... but your hands seem awful
                  bent... It must be quite painful?

                                BENJAMIN
                  I don't really know what I have.
                  I have some form of a disease. I
                  have a lot of catching up to do.

                                THOMAS BUTTON
                  What kind of a disease?

                                BENJAMIN
                  I was born old.

     Thomas is quiet.    And for many things...

                                 THOMAS BUTTON
                  I'm sorry.

                                BENJAMIN
                       (guileless)
                  No need to be. Nothing wrong with
                  old age.

                                THOMAS BUTTON
                  I'm sorry about your disease.

                                BENJAMIN
                  My mother says we're all born with
                  something...

                                 THOMAS BUTTON
                  Your mother?

                                 BENJAMIN
                  I'm adopted.

     Thomas looks at him... They get their drinks... Tap
     glasses, and drink. Benjamin coughs at the taste... But
     forces it down... And as they laugh at his discomfort...

82   INT. THE BAR - FRENCH QUARTER - LATER THAT NIGHT, 1932          82

     Thomas and Benjamin deep in conversation... and both of
     them more than a few sheets to the wind... Benjamin,
     particularly overblown like any first time drunk...

                                THOMAS BUTTON
                  ... My wife passed away many years
                  ago...


                                                       (CONTINUED)

                                                                 61.

82   CONTINUED:                                                  82

                                BENJAMIN
                       (slurring)
                  I'm very sorry.

                                THOMAS BUTTON
                  She died in childbirth.

     And there's a moment when it seems like Thomas might tell
     him, but despite the alcohol he thinks better of it...

                                THOMAS BUTTON (CONT'D)
                       (toasts, sadly)
                  To children.

                                BENJAMIN
                       (nods, toasts)
                  To mothers and fathers...

     After some moments:

                                BENJAMIN (CONT'D)
                  What line of work are you in, Mr.
                  Button?

                                THOMAS BUTTON
                  Buttons. "Button's Buttons."
                  There isn't a button we don't
                  make. Our biggest competition is
                  B.F. Goodrich and his infernal
                  zippers...

     The waiter comes over.

                                THE WAITER
                  Would you gentlemen like another?

                                THOMAS BUTTON
                  One more Benjamin?

                                BENJAMIN
                  If you'll let me pay for it, Mr.
                  Button...

     He takes out a little of his hard earned pay... proud of
     himself...

                                THOMAS BUTTON
                  What kind of work do you do?

                                BENJAMIN
                       (proud of himself)
                  I'm a tugboat man.

                                                                    62.



83   EXT. NOLAN HOUSE - LATE AT NIGHT, 1932                         83

     The car's stopped outside the gate... Benjamin is
     drunkenly getting out...

                             THOMAS BUTTON
               I enjoyed talking to you...

                             BENJAMIN
               I enjoyed drinking with you...

     He starts to wobble inside...

                             THOMAS BUTTON
                    (after him)
               Benjamin...

     Benjamin slows...

                             THOMAS BUTTON (CONT'D)
               Would you mind, if time to time, I
               stopped by to say hello...?

                             BENJAMIN
                    (a drunken wave)
               Anytime.

                             THOMAS BUTTON
                    (happily)
               Goodnight, Benjamin.

                             BENJAMIN
                    (drunkenly)
               Absolutely... Mr. Button...

     Benjamin turns inside. Thomas looks after him for a long
     moment... And then he drives away...

84   INT. NOLAN HOUSE - LATE NIGHT, 1932                            84

     Benjamin holding the railing for support starts up the
     stairs for bed.

                             QUEENIE'S (V.O.)
               Where have you been!?

     And we see Queenie has been sitting in the front room...
     where she can see out the window...

                             BENJAMIN
               I listened to some music.... I --

     He doesn't mention the whore... But generically says...

                                                      (CONTINUED)

                                                                     63.

84   CONTINUED:                                                      84

                                BENJAMIN (CONT'D)
                  I met some people.

     And right on cue Benjamin, wobbles...

                                BENJAMIN (CONT'D)
                  I think mama... I'm going to...

     And to finish the evening, he throws up.

85   EXT. LAWN, NOLAN HOUSE - ANOTHER DAY, 1934                      85

     The family's on the lawn...

                                BENJAMIN BUTTON'S (V.O.)
                  I loved the weekends when she
                  would come and spend the night
                  with her grandmother.

86   INT. GRANDMA FULLER'S ROOM - DAWN, 1934                         86

     Daisy, nine now, asleep in bed with Grandma Fuller... We
     see Benjamin quietly enter... He gently nudges Daisy
     awake...

                                BENJAMIN
                       (whispers)
                  Do you want to see something?   We
                  have to keep it secret.

     Daisy, always willing, always brave, gets up...

                                 BENJAMIN (CONT'D)
                       (whispers)
                  Get dressed. I'll meet you behind
                  the kitchen...

     And he leaves the room as quickly as he came...

87   EXT. BEHIND THE KITCHEN - NOLAN HOUSE - DAWN, 1934              87

     Benjamin, in an old peacoat, holding another -- waits...
     Daisy comes out... as he stops the door from slamming...

                                BENJAMIN
                  Ssssh...
                       (whispers)
                  Can you swim?

                                DAISY
                  I can do anything you can do...



                                                       (CONTINUED)

                                                                    64.

87   CONTINUED:                                                     87

                                   BENJAMIN
                  Put this on...

     He gives her a heavy coat...she puts it on... It's two
     sizes too big for her...

                                BENJAMIN (CONT'D)
                  We have to go fast...

     And she follows him between the houses... the two of them
     going quickly down the street...

88   EXT. THE DOCKS, MISSISSIPPI RIVER - DAYBREAK, 1934             88

     Fog. The first light of dawn. A full compliment of
     boats tied up for the night... They scamper along the
     dock... to the "Chelsea" ...Benjamin helps her climb
     aboard...

89   INT. TUGBOAT, MISSISSIPPI RIVER - DAYBREAK, 1934               89

     He goes downstairs to find -- Captain Mike sprawled
     across his bunk -- in all his naked tattooed glory, an
     empty bottle on the floor...

                                DAISY
                  What's wrong with him?

                                BENJAMIN
                  I think he has mejembe.
                       (shaking him)
                  Captain Mike... could you take us
                  out?

     Captain Mike opens one eye... sees them standing there...

                                CAPT. MIKE
                  You know what day it is?

                                   BENJAMIN
                  Sunday.

                                CAPT. MIKE
                  Do you know what dat mean?

     He doesn't.

                                CAPT. MIKE (CONT'D)
                  It means I was very drunk last
                  night.

                                BENJAMIN
                  You're drunk every night.

                                                      (CONTINUED)

                                                           64A.

89   CONTINUED:                                            89

     Captain Mike just squints.

                                CAPT. MIKE
                  Is that a girl?




                                             (CONTINUED)

                                                                 65.

89   CONTINUED: (2)                                              89

                              BENJAMIN
               A close friend... I wanted to show
               her the River.

                             CAPT. MIKE
               I'm not supposed to be joy-ridin'
               with civilians... I could lose my
               license.

     That notion stops him for about a nanosecond.

                             CAPT. MIKE (CONT'D)
                    (grabbing a bottle)
               What you standin' there for!

90   EXT. THE TUGBOAT, THE MISSISSIPPI RIVER - EARLY, 1934       90

     The tugboat making its way through the fog... Benjamin
     standing with Daisy on the prow... the wind in their
     faces... And suddenly out of the fog a HORN BLARES... As
     loud as anything they have ever heard... and moving out
     of the mist, horn still echoing, a huge ocean liner
     appears... With three other tugboats pushing it to sea...

                             CAPT. MIKE
               She put in for repair... a wounded
               duck... She's flyin' now...

     Captain Mike joins the tugs at the liner's side... the
     tugs sounding horns of their own... a symphony of a
     kind... What interests Benjamin...

                             BENJAMIN
               What does it take to build
               something like that?

     Passengers line the railing... continuing their
     adventure... And what interests Daisy...

                             DAISY
               Imagine all the places they're
               going to see...

     Daisy, thrilled, waves to them -- the passengers along
     the rail, waving back... Benjamin stands by Daisy, their
     hair blowing in the salty air....

                             DAISY (CONT'D)
                    (to Benjamin)
               I wish we could go with them...

     As they watch the liner, like a foggy dream, sailing
     away...

                                                                  66.



91   INT. THE HOSPITAL ROOM, NEW ORLEANS - DAY, PRESENT           91

     The rain and wind knocking at the window...

                             DAISY
                    (murmurs)
               I wish we could have...
                    (the morphine)

                             CAROLINE
               Did you say something, Mother?

     And there's a hint of anxiety in Caroline now... anxiety
     coupled with exhaustion... Daisy doesn't say anything.
     Caroline worriedly looks out the window.

                             CAROLINE (CONT'D)
               It seems to be getting worse.

     Daisy doesn't respond.

                             CAROLINE (CONT'D)
               Are you hearing me, mother?

                             DAISY
               Look at that... time just seeped
               out of me...

                               CAROLINE
               What?

                             DAISY
               Somebody will come and mop it up
               and that will be the end...

     Caroline can only listen... She takes a deep breath,
     gathering her strength...And when her mother's settled
     again...

                             CAROLINE
               Do you want me to go on reading?

     She murmurs, "Hmmm?" as if she didn't know Caroline had
     stopped. Caroline looks back down at the book.

                             CAROLINE (CONT'D)
               "Things were changing quickly."

92   INT. OLDER WOMAN'S ROOM   - NOLAN HOUSE - ANOTHER DAY,       92
     1935

     We see Benjamin's REFLECTION in a mirror... WE PULL BACK
     TO SEE we're in his friend's room...

                                                    (CONTINUED)

                                                                 66A.

92   CONTINUED:                                                  92

     Benjamin sitting in a straight back chair... getting a
     haircut... the dog at their feet... the VICTROLA, as
     usual, is working overtime...




                                                   (CONTINUED)

                                                                 67.

92   CONTINUED: (2)                                              92

                             THE WOMAN
               I don't know how it's possible,
               you seem to have more hair...

                               BENJAMIN
                    (a   little arrogant)
               What if   I was to tell you I wasn't
               getting   older -- I was getting
               younger   than everybody else...

     And she then says, taking the wind out of his sails...

                             THE WOMAN
               Well, I'd feel very sorry for
               you... to have to see everybody
               you love, die before you.

     He's quiet, he hadn't thought of that...

                             THE WOMAN (CONT'D)
               That would be an awful
               responsibility...

                             BENJAMIN BUTTON'S (V.O.)
               I had never thought about life or
               death that way before...

     He's still... And seeing he's upset, she says the most
     beautiful of things...

                             THE WOMAN
               Benjamin... We're meant to lose
               the people we love. How else
               would we know how important they
               are to us.

                             BENJAMIN BUTTON'S (V.O.)
               And one fall day... a familiar
               visitor came knocking on our
               door...

93   INT. NOLAN HOUSE - ANOTHER DAY, 1936                        93

     We see Benjamin knocking on the Woman's door...

                             BENJAMIN
               Would you like to go for a walk?

     There's no response. He opens it, going inside... The
     Woman is sitting in a chair by the window, the dog at her
     feet, the familiar Victrola playing dance music... He
     comes around the chair. And he sees she's still...
     perfectly still... her soul moved on...

                                                                  68.



94   EXT. CEMETERY PLOT, NEW ORLEANS CEMETERY - DAY, 1936         94

     We see an old New Orleans paupers' cemetery... Benjamin
     and the mourners, and because he can't remember her name,
     around an unmarked grave...

                             BENJAMIN BUTTON'S (V.O.)
               She had taught me how to play the
               piano.

     As Benjamin watches the woman go to her final rest.

                              BENJAMIN BUTTON'S (V.O.) (CONT'D)
               And she taught me what it meant to
               miss somebody.

95   INT. BENJAMIN'S ROOM, ATTIC - NOLAN HOUSE - DAY, 1937        95

     We see Benjamin taking some things out of a dresser
     drawer, packing a suitcase...

                             BENJAMIN BUTTON'S (V.O.)
               I had gone to a whore house, I'd
               had my first drink, I had said
               goodbye to one friend and buried
               another... In 1937, when I was
               coming to end of the 17th year of
               my life, I packed by bag.

     We see him putting some final things into the suitcase,
     closing it...

                             BENJAMIN BUTTON'S (V.O.) (CONT'D)
               ...and said goodbye...

96   INT. PARLOR, NOLAN HOUSE, NEW ORLEANS - DAY, 1937            96

     We see Benjamin moving through the parlor, one by one,
     saying his good-byes to the old people...

                             BENJAMIN BUTTON'S (V.O.)
               I knew, life being what it was, I
               would probably never see them
               again...

     The familiar faces... And as we watch him affectionately
     touch or talk to each of them... we can just see out a
     screen window DAISY, almost thirteen now, leaning against
     the side of the house... Out of sight... as if she didn't
     say goodbye, he wouldn't leave...

                                                                    69.



97   EXT. THE FRONT PORCH - NOLAN HOUSE - DAY, 1937                 97

     We see TIZZY on the porch holding Benjamin's suitcase for
     him... The woman's old dog lying beside him...

                             TIZZY
                    (shaking his hand)
               Good luck, son.

     And we see Queenie has come out onto the porch with her
     little girl... and he holds Queenie... tears running down
     her face...

                             BENJAMIN
               Goodbye, Mother...

     He bends to pet the old dog goodbye... He takes up his
     suitcase and starts off the porch... going down the
     walkway... he hesitates, and opens the gate... moving out
     onto the street... When suddenly Daisy is calling him...

                             DAISY
               Benjamin... Benjamin...

     She comes running.   He stops to let her catch up to
     him...

                             DAISY (CONT'D)
               Where are you going?

                               BENJAMIN
               To sea.    I'll send you a postcard.

                             DAISY
               From everywhere. Write me a
               postcard from everywhere...

     And with so much she wants to say, she can't say
     anything. So she runs away... He watches her go,
     watchers her thin legs running back down the street...
     and he turns and moves off along the street...

                             BENJAMIN BUTTON'S (V.O.)
               And I went off to sea...

     We see him in the distance, the "old man", a 17 year old,
     suitcase in hand, going to find out who he is and what he
     is to become...

98   INT. THE HOSPITAL ROOM, NEW ORLEANS - DAY, PRESENT             98

     Daisy's quiet.   Caroline can't avoid the howling of the
     wind.

                                                      (CONTINUED)

                                                                   70.

98   CONTINUED:                                                    98

                                CAROLINE
                       (concerned)
                  I think I should find out what's
                  going on...

                                DAISY
                       (stops her)
                  There's a box of them... in a
                  velvet bag...

     Caroline, not sure what she wants, opens a red velvet
     bag... she finds a wooden cigar box...

                                CAROLINE
                  Is this what you're looking for?

                                 DAISY
                  Looking for?

                                CAROLINE
                  You said you wanted this?

                                 DAISY
                  Of course.

     She gives her the box... Daisy, opens it... It's filled
     with postcards... Daisy, going through them...

                                DAISY (CONT'D)
                  Can you imagine... He sent me
                  postcards from everywhere he
                  went... every place he worked...
                  Newfoundland... Baffin Bay...
                  Liverpool... Glasgow...Narvik...

     She takes one out, reading it... Taking up some others...
     looking... reading where they came from... reading off
     like an adventure...

     Daisy, the postcards, fond memories spread out on the bed
     around her...

                                DAISY (CONT'D)
                  Please keep reading, sugar...

     Caroline takes another look at the window, then takes up
     the book...

                                 CAROLINE
                       (sitting back down)
                  "I had gone.."



                                                     (CONTINUED)

                                                               70A-71.

98    CONTINUED: (2)                                              98



                              BENJAMIN BUTTON'S (V.O.)
                "... With Captain Mike's crew on
                the "Chelsea"..."

99    EXT. SOMEWHERE ON THE SEA - DAY, 1937                        99

      The Tugboat, in the distance, steaming through the
      ocean...

                              BENJAMIN BUTTON'S (V.O.)
                Captain Mike had contracted for
                three years with Moran Brothers
                Tug and Salvage... The old ship
                had been refitted with a diesel
                engine, and a new sea winch... We
                went around Florida and up the
                Atlantic seaboard...

100   EXT. TUGBOAT, AT SEA - DAY, 1937                            100

      The refitted "Chelsea" on the Atlantic Ocean...

                              BENJAMIN BUTTON'S (V.O.)
                We were a crew of seven now...
                Captain Mike and me... the
                Cookie... Prentiss Mayes from
                Wilmington, Delaware...

      And we see an old sea hand in his domain, his GALLEY,
      smoking and coughing as he cooks...

                              BENJAMIN BUTTON'S (V.O.) (CONT'D)
                ...The Brody twins... Rick and
                Vic...

      Two burly hard working IDENTICAL TWIN BROTHERS...

                              BENJAMIN BUTTON'S(V.O.) (CONT'D)
                Who got along fine at sea... but
                for some reason, once they were on
                dry land... couldn't stand the
                sight of each other...

101   EXT. DOCK SOMEWHERE - DAY, 1937                             101

      The brothers getting off the tug... and no sooner have
      they hit dry land they immediately get into a fist
      fight...




                                                    (CONTINUED)

                                                                72-72A.

101   CONTINUED:                                                      101

                                 BENJAMIN BUTTON'S (V.O.)
                   There was John Grimm, who fit his
                   name... from Belvedere, South
                   Dakota...

102   EXT. TUGBOAT, AT SEA -- DUSK, 1937                              102

      We see a dour looking man... who always expects the
      worst...

                                 JOHN GRIMM
                   You know one in every eight boats
                   never returns, all hands lost at
                   sea.

                                 BENJAMIN BUTTON'S (V.O.)
                   ...and Pleasant Curtis who never
                   said a word to anyone... except to
                   himself...

      The asocial Pleasant... talking to himself as he works...

103   EXT. ATLANTIC OCEAN - DAY, 1938                                 103

      Benjamin standing on the bow of the old tug as it sloughs
      through a fog on the high seas... ready to see the world.

104   INT. HOSPITAL ROOM, NEW ORLEANS - DAY, PRESENT                  104

      Daisy lying in bed...

                                 DAISY
                   I wrote him constantly... told him
                   everything I was doing...

105   EXT. HARBOR SOMEWHERE - NIGHTFALL, 1938                         105

      The tug on its way in for the night... Benjamin, sitting
      on a cleat, reading her letter...

                                 DAISY'S (V.O.)
                   ...I told him they had invited me
                   to New York to audition for the
                   School of American Ballet...

106   EXT. NEW YORK SKYLINE - DAY, 1938                               106

      Tilting from the grey sky, onto an old landmark building.

107   INT. LANDMARK BUILDING, DANCE LOFT, NEW YORK - DAY, 1938        107

      A large open DANCE LOFT. And we see Daisy, dancing for a
      selection committee seated on metal chairs...

                                                        (CONTINUED)

                                                                      73.

107   CONTINUED:                                                     107

      Daisy moving with technical proficiency -- but it's
      bloodless, without any real distinction... She gets nods -
      - but no kudos...

                                 DAISY'S (V.O.)
                   One of the "corps"... another
                   dancing gypsy...

      We see Daisy training... just another lithe body.

108   INT. HOSPITAL ROOM, NEW ORLEANS - DAY, PRESENT                 108

      Daisy in bed... Picking up another postcard, she stops,
      reading, slowing at a painful memory...

                                 DAISY
                   Oh. Then he wrote me... "I've met
                   somebody... and I've fallen in
                   love..."

109   INT. LANDMARK BUILDING, DANCE LOFT, NEW YORK, NIGHT, 1941 109

      And we see Daisy, sitting on the dance floor reading the
      very same POSTCARD, brokenhearted...

                                 A MAN
                   Places everybody... Once again...

      The troupe moves into their places...Daisy still just
      part of the crowd... The music starts... Now as Daisy
      dances... it is filled with pathos and lost love...and
      everyone takes notice.

110   INT. HOSPITAL ROOM, NEW ORLEANS - DAY, PRESENT                 110

      Daisy reading the very postcard some sixty odd years
      later... as if reading it for the first time...

                                 DAISY
                   "...I've met somebody...and I've
                   fallen in love..." My, that was
                   over...
                        (and realizing)
                   ...sixty years ago.

      She's quiet, looking out the window...

                                 CAROLINE
                   Did you love him, mother?

                                 DAISY
                   What can a girl know about love?


                                                       (CONTINUED)

                                                                    73A.

110   CONTINUED:                                                    110

      As she watches the rain on the window, Caroline takes it
      as her cue to keep reading...

                                 CAROLINE
                        (reading)
                   "...We were working in Murmansk,
                   Russia..."




                                                      (CONTINUED)

                                                                   74.

110   CONTINUED: (2)                                              110

      Daisy stares at the window, the constant beating rain,
      the water running down the window...

                              BENJAMIN BUTTON'S (V.O.)
                Murmansk is on the Barrent Sea,
                the only ice-free ocean port in
                the Soviet Union...

111   EXT. MURMANSK HARBOR, RUSSIA - DAY, 1941                    111

      We see "Chelsea" working with other tugs as snow falls in
      the crowded Russian Harbor.

      They tow a large freighter into port.

                              CAPT. MIKE
                Benjamin...

      Benjamin, who is coiling rope on the bow, stands and
      looks at the Captain.

                              CAPT. MIKE (CONT'D)
                     (squinting down at
                      him, wanting to
                      know)
                Tell me how's it happen you showed
                up you were no bigger than a
                bollard. Now either I drink a
                helluva lot more than I think I
                do, or you sprouted... What's your
                secret?

      And Benjamin, tired of explanations, and what comes first
      to mind...

                              BENJAMIN
                Well Captain, you do drink a
                lot...

      And that makes perfect sense to Mike...

                              CAPT. MIKE
                     (taking a drink,
                      saluting)
                Goddamn right I do!

      And Benjamin stands on the bow... ready to see the
      world...

                              BENJAMIN BUTTON'S (V.O.)
                We stayed at a small hotel with
                the grand name, "The Winter
                Palace."

                                                                   74A.



112   EXT. MURMANSK STREET, RUSSIA - NIGHT, 1941                   112

      Snow covers the street outside of a turn-of-the Century
      hotel... a front window looks into its lobby... "The
      Winter Palace Hotel."

113   INT. "WINTER PALACE," RUSSIA - NIGHT, 1941                   113

      There's a packed BAR off the lobby... We see Benjamin
      sitting with Captain Mike, their crew, and a mixture of
      other seamen, Russians and other ethnics, all speaking
      different languages, sitting and standing around tables
      cluttered with bottles and glasses... Captain Mike,
      drunk, his shirt off, is telling a Russian sailor,
      another interpreting for him -- about a tattoo he has
      over his heart... an upside down hummingbird...

                              CAPT. MIKE
                I saws this tattoo puts on a man's
                back in Singapore by Sakumoro, the
                greatest tattoo artist ever lived.
                I puts it on myself from mem'ry.

      And now we know why it's upside down...

                              CAPT. MIKE (CONT'D)
                This idn't just anoter bird! Its
                heart rate's twelve hunerd beats a
                minute...! Its wings beats eighty
                times a second...! If you was to
                stop their wings from beatin, they
                would be dyin' in less than ten
                seconds...This is no ordinary
                bird, this is a frikkin' miracle!
                They slowed down the wings
                              (MORE)




                                                     (CONTINUED)

                                                                       75.

113   CONTINUED:                                                      113
                                 CAPT. MIKE (CONT'D)
                   wit' movin' pictures, you know
                   what it showed, they wing tips are
                   doin' dis...

      And he draws on a napkin a FIGURE EIGHT...

                                 CAPT. MIKE (CONT'D)
                   Does you know what the figure-
                   eight is the mathematical symbol
                   of...?!

      Pointing at the symbol...

                                 CAPT. MIKE (CONT'D)
                   Infinity!

      And for some drunken reason, no matter what language they
      might speak, they all laugh...

                                 BENJAMIN BUTTON'S (V.O.)
                   Everybody, no matter what
                   differences they had, the
                   languages, the color of their
                   skin, had one thing in common...
                   they were drunk every single
                   night...

      Then there's a shout -- and as if to underscore things,
      the Brody twins are kicking the shit out of each other
      again...

114   INT. LOBBY, "WINTER PALACE," RUSSIA - NIGHT, 1941               114

      We see Benjamin waiting for the small caged elevator to
      take him to his room. He gets in, the elevator operator
      about to shut the grill door...

                                 A WOMAN'S (V.O.)
                   Would you wait, please...

      And we see a WOMAN in her late 40s... getting on the
      elevator... Benjamin looks over at her...

                                 BENJAMIN BUTTON'S (V.O.)
                   Her name was Elizabeth Abbott. She
                   was not beautiful. She was plain
                   as paper... But she was as pretty
                   as any picture to me...

      "Plain as paper," ELIZABETH ABBOTT... Directly behind her
      walks a tall, tired man, in his 50s... By the look of his
      ruddy face, and her silent mien... they're both drunk...
      Benjamin finds himself looking at her...

                                                        (CONTINUED)

                                                                   76.

114   CONTINUED:                                                  114

                                 ELIZABETH ABBOTT
                   What are you looking at?

      She has a distinctly English accent. Benjamin doesn't say
      a word.

                                 ELIZABETH ABBOTT (CONT'D)
                   If you must know, we have a long
                   standing agreement never to go to
                   bed sober. Isn't that right
                   darling?

                                 BENJAMIN BUTTON'S (V.O.)
                   Her husband was Walter Abbott...He
                   was Chief Minister of the British
                   Trade Mission in Murmansk... and
                   he was a spy...

      They ride up. Elizabeth has her shoes off...She sees him
      noting her stocking feet... The elevator finally rattles
      to a stop, and George and Elizabeth get off... Starting
      down the hall...she abruptly turns to say to Benjamin...
      so that it's completely understood...

                                 ELIZABETH ABBOTT
                   I broke the heel off of one of my
                   shoes...I don't usually walk
                   around in my bare feet...

      And as he watches her saunter along the hallway... the
      way drunks do... endeavoring to keep her dignity...

                                 BENJAMIN BUTTON'S (V.O.)
                   They were long days there...

115   EXT. MURMANSK HARBOR, RUSSIA - DAY, 1941                    115

      Benjamin on the tug, but it's less fun now, not much
      adventure, just hard work... Fighting the snow and the
      wind, they tow a large freighter into port...

                                                                  76A.



116   INT. BENJAMIN'S ROOM - "WINTER PALACE" - NIGHT, 1941        116

      Benjamin, in his small room, cold air blasting through
      the windows, looking out the window into the snowy
      night...

                              BENJAMIN BUTTON'S (V.O.)
                And longer nights...

      He lays on his bed looking out at the dark sky... the
      snow falling...




                                                    (CONTINUED)

                                                                      77.

116   CONTINUED:                                                     116

                                 BENJAMIN BUTTON'S (V.O.)
                   One particular night... when I was
                   having trouble sleeping...

117   INT. "WINTER PALACE," RUSSIA - LATE NIGHT, 1941                117

      Benjamin trudges down the stairs, stepping tentatively
      into the empty lobby... He slows, seeing ELIZABETH ABBOTT
      in her bathrobe, sitting, alone and lonely... and it's
      not the first time for her...

                                 BENJAMIN
                   I'm sorry... I can't sleep...

      She's quiet... She finally looks up... but doesn't say
      anything... There's an awkward moment...exacerbated by
      the stillness of the hotel in the middle of the night...

                                 BENJAMIN (CONT'D)
                   I was going to make some
                   tea...would you like some?

      She shakes her head no... He crosses through the empty
      bar, into an old KITCHEN... He looks for tea... Puts
      water in a kettle... As he watches the kettle boil...
      Elizabeth, her arms folded across her chest as if she
      were chilled, stands by the door... Benjamin, without
      asking, takes a cup for her...

                                 BENJAMIN (CONT'D)
                   Milk...? Honey...?

                                 ELIZABETH ABBOTT
                   Some honey, thank you.

      He finds a large honey jar... and seeing some dead flies
      in with the sweet syrup he asks...

                                 BENJAMIN
                   Do you like flies with your tea?

      She smiles...for the first time... A thin smile... He
      starts to stir the tea... Elizabeth stopping him...

                                 ELIZABETH ABBOTT
                   You must let it steep for a
                   minute...

                                 BENJAMIN
                   Steep?




                                                       (CONTINUED)

                                                                       78.

117   CONTINUED:                                                      117

                                 ELIZABETH ABBOTT
                   Sit. There's a proper way to make
                   tea.

                                 BENJAMIN
                   Where I'm from, they just want it
                   to be hot.

      She doesn't smile. He gives her a cup of tea... She
      cradles the cup... They're quiet, drinking their
      tea...two strangers... After some moments...

                                 ELIZABETH ABBOTT
                   You're a seaman? I don't mean to
                   be rude...but aren't you rather
                   old to be working on a boat?

                                 BENJAMIN
                   There's no age limit... as long as
                   you can do the work...

      She nods... They're quiet again. She sits at an old wood
      counter.

                                 ELIZABETH ABBOTT
                   You have trouble sleeping?

      It's an invitation to sit with her... He pulls a stool
      over sitting across from her...

                                 BENJAMIN
                   I didn't know I did... I usually
                   sleep like a baby. Something kept
                   me up.

                                 ELIZABETH ABBOTT
                   I never sleep... Well, rarely
                   anyway...

      He doesn't say anything.

                                 ELIZABETH ABBOTT (CONT'D)
                   My father, when he was in his
                   eighties, was so sure he was going
                   to die in his sleep... He would
                   only take naps during the
                   afternoon... so that death
                   couldn't catch him...

                                 BENJAMIN
                   Did he?



                                                        (CONTINUED)

                                                                    79.

117   CONTINUED: (2)                                               117

                               ELIZABETH ABBOTT
                Did he what?

                              BENJAMIN
                Die in his sleep?

                              ELIZABETH ABBOTT
                He died sitting in his favorite
                chair listening to his favorite
                program on the radio.

                              BENJAMIN
                     (smiles)
                He must have known something.

      She smiles at the idea... Another one... that goes as
      quickly as it's come... And it's quiet again...

                              ELIZABETH ABBOTT
                My husband's the British Trade
                Minister. We've been here fourteen
                months... We were supposed to be
                going to Peking... but it just
                never did work out. It never does
                seem to work out. Have you been to
                the Far East?

                              BENJAMIN
                I haven't really been anywhere. I
                mean outside different harbors.

                              ELIZABETH ABBOTT
                Where are you from?

                              BENJAMIN
                New Orleans, Louisiana.

                              ELIZABETH ABBOTT
                     (pure Elizabeth)
                I didn't know there was another
                one.

      Which escapes him.

                              ELIZABETH ABBOTT (CONT'D)
                I've never been to America.
                Everywhere else. But not America.
                Am I missing anything?

                              BENJAMIN
                     (simply, guileless)
                The Mississippi River.


                                                     (CONTINUED)

                                                                    80.

117   CONTINUED: (3)                                               117

                              BENJAMIN BUTTON'S (V.O.)
                And she told me all the places she
                had been, and what she had seen...

                              ELIZABETH ABBOTT
                I can tell you what bars look like
                in places all over the world...

                              BENJAMIN BUTTON'S (V.O.)
                And we talked until just before
                the dawn...

118   INT. KITCHEN, "WINTER PALACE," RUSSIA - DAYBREAK, 1941       118

      The first hint of daylight...

                              ELIZABETH ABBOTT
                Thank you for the tea...

      She leaves as quietly as she entered... Benjamin remains
      standing for a moment...then shuts the light off behind
      him.

                              BENJAMIN BUTTON'S (V.O.)
                ...And we went back to our
                rooms... to our separate lives...

      And as he goes back up the quiet stairs...

                              BENJAMIN BUTTON'S (V.O.) (CONT'D)
                And every night... we would meet
                in the middle Of the night...

119   INT. LOBBY, "WINTER PALACE," RUSSIA - DEAD OF NIGHT, 1941 119

      Benjamin padding downstairs... slowing... happy to see
      Elizabeth, in her bathrobe, sitting in the empty lobby,
      waiting for him...

120   INT. KITCHEN, "WINTER PALACE," RUSSIA - BEFORE DAWN, 1941 120

      Elizabeth and Benjamin quietly talking...

                              BENJAMIN BUTTON'S (V.O.)
                A hotel in the middle of the night
                can be a magical place...

      And we see the empty front desk and tiny silver bell...
      The vacant lobby, with its musty old rugs... The open
      elevator, waiting... The dining room, with its crisp
      white tablecloths.



                                                     (CONTINUED)

                                                                      81.

120   CONTINUED:                                                     120

                                 BENJAMIN BUTTON'S (V.O.) (CONT'D)
                   A mouse stopping and running and
                   stopping...

      A mouse crossing the lobby floor doing just that...

                                 BENJAMIN BUTTON'S (V.O.) (CONT'D)
                   A radiator hissing. A sink
                   dripping. A floor creaking. A
                   curtain blowing.

      We see and hear it all... All the little sounds, a
      symphony, that make up life in a hotel in the middle of
      the night... Benjamin and Elizabeth sitting quietly
      drinking their tea.

                                 BENJAMIN BUTTON'S (V.O.) (CONT'D)
                   There is something peaceful, even
                   comforting, knowing that people
                   you love are asleep in their beds,
                   where nothing can harm them...

121   INT. VARIOUS BEDROOMS - DEAD OF NIGHT, 1941                    121

      Queenie and Tizzy asleep together in her bed... Their
      child on the floor... The old people in their beds in the
      old house. Ngunda Oti asleep in a room somewhere. The
      unnamed woman's grave. A different kind of sleep. And of
      course Daisy, in a New York apartment loft with other
      dancers... sleeping peacefully.

                                 BENJAMIN BUTTON'S (V.O.)
                   Elizabeth and I would talk through
                   the night until just before
                   dawn...

122   INT. KITCHEN - "WINTER PALACE" - RUSSIA - DAYBREAK, 1941       122

      Daylight starts to creep in... she gets up, about to
      go... she slows...

                                 ELIZABETH ABBOTT
                   I may have given you the wrong
                   impression.

                                 BENJAMIN
                   The wrong impression?

                                 ELIZABETH ABBOTT
                   You must think I don't love my
                   husband.



                                                       (CONTINUED)

                                                                       82.

122   CONTINUED:                                                      122

                                 BENJAMIN
                   Why do you say that?

                                 ELIZABETH ABBOTT
                   Married women don't usually sit
                   with strange men in a hotel in the
                   middle of the night. I certainly
                   don't.

                                 BENJAMIN
                        (honestly)
                   I don't know what married women do
                   or don't do.

                                 ELIZABETH ABBOTT
                   Let's get one thing straight. I
                   love him very much. I happen to
                   think he is one of the smartest
                   and most considerate men I ever
                   met. It is not his fault I decided
                   to spend my life in his shadow.

      And with that she gets up and leaves... Benjamin, left
      with that thought...

123   INT. DINING ROOM, "WINTER PALACE," RUSSIA - NIGHT, 1941         123

      Benjamin and Elizabeth in the empty dining room at a
      table with a white tablecloth... with some wine and
      cheese... She's laughing now, measurably loosened up...

                                 ELIZABETH ABBOTT
                   He started to take his pants
                   off... I'm afraid he misread me
                   completely...

      He laughs. She looks through her wine glass at him...

                                 ELIZABETH ABBOTT (CONT'D)
                   Do you notice how people look
                   better through a wine glass...

      He holds his up.... looking at her....She moves her glass
      just looking at him...

                                 ELIZABETH ABBOTT (CONT'D)
                   You're a good looking man with or
                   without a wine glass...

      She picks at the tablecloth with her finger next to
      his... She puts her finger over his making a cross...



                                                        (CONTINUED)

                                                                   83.

123   CONTINUED:                                                  123

                                 ELIZABETH ABBOTT (CONT'D)
                   We are all just crossing in the
                   night. Sometimes we intersect.

      She leaves her finger there for a moment... lingering...
      She abruptly moves it away...

                                 ELIZABETH ABBOTT (CONT'D)
                   I should go to bed... he'll be up
                   soon.

      She hesitates... And she kisses him, and then hurries out
      of the dining room... As Benjamin sits in the empty
      dining room... the kiss left on his lips...

                                 BENJAMIN BUTTON'S (V.O.)
                   It was the first time a woman had
                   ever kissed me. It's something you
                   never forget.

124   INT. THE HOSPITAL ROOM, NEW ORLEANS - DAY, PRESENT          124

      The wind and rain knocking at the window. Daisy silently
      lying in bed.

                                 CAROLINE
                   Are you upset, Mother?

      She doesn't say anything. Caroline, seeing her feet have
      come out of the covers, caring, fixes her blanket.

                                 CAROLINE (CONT'D)
                   Would you like some socks?

      Daisy's quiet.

                                 CAROLINE (CONT'D)
                   Do you want me to stop reading?

      Daisy's answer for her is...

                                 DAISY
                   It must have been very cold. I'm
                   glad he had somebody to keep him
                   warm.

      Which Caroline takes as her cue to read on...

                                 CAROLINE
                        (after a beat,
                         reading)
                   "I couldn't wait to see her
                   again."

                                                                  83A.



125   INT. "WINTER PALACE," RUSSIA - ANOTHER LATE NIGHT, 1941     125

      Benjamin comes hurrying down the stairs. Elizabeth is
      waiting, as she normally is, but this time she is
      dressed... Lipstick and hair done... wearing a fur.




                                                    (CONTINUED)

                                                                      84.

125   CONTINUED:                                                     125

                                 BENJAMIN
                        (self-conscious)
                   I'm not dressed --

                                 ELIZABETH ABBOTT
                   You're delicious just as you
                   are...

      She laughs, taking his arm, walking to the dining room as
      if going to dinner... They sit at a table... which she
      has set for them... Caviar and Vodka...

                                 ELIZABETH ABBOTT (CONT'D)
                   Don't bother with the cheese or
                   the wine here, they're quite
                   common... but the caviar and the
                   vodka are plentiful and sublime...

      She feeds him a spoonful of the caviar...Unaccustomed to
      it, he swallows it too quickly...

                                 ELIZABETH ABBOTT (CONT'D)
                   Take your time... If you eat it
                   all at once there will be nothing
                   left to enjoy... savor it...

      She gives him another spoonful... and takes one
      herself... He takes his time... They both do... savoring
      it...

                                 ELIZABETH ABBOTT (CONT'D)
                        (pouring)
                   Now, a swallow of vodka...

      Which they do... She laughs... Looking at him...

                                 ELIZABETH ABBOTT (CONT'D)
                   You haven't been with many women
                   have you?

                                 BENJAMIN
                   No. Not many. At least none on a
                   Sunday.

                                 ELIZABETH ABBOTT
                        (smiles)
                   I feel like I'm with a virgin.

      She's not far off... And it's a lovely thought... and it
      makes her think of her youth.




                                                       (CONTINUED)

                                                                   85.

125   CONTINUED: (2)                                              125

                              ELIZABETH ABBOTT (CONT'D)
                When I was nineteen, I tried to
                become the first woman to swim the
                English Channel...

126   EXT. THE ENGLISH CHANNEL � DAY, 1911                        126

      And we see just that....Young Elizabeth, in goggles, her
      body covered with grease, swimming with two escort boats
      across the English Channel.

                              ELIZABETH ABBOTT'S (V.O.)
                The current was so strong...that
                for every stroke I took... I was
                pushed two strokes back...

      And we see just that, Elizabeth fighting the current...

                              ELIZABETH ABBOTT'S (V.O.)
                              (CONT'D)
                I swam for 32 hours... I was only
                two miles from the French shore...

      Elizabeth in sight of the lights of Calais...

                              ELIZABETH ABBOTT'S (V.O.)
                              (CONT'D)
                When it started to rain...

      And it starts to rain on her... Harder and harder... the
      shore is suddenly gone from sight...

                              ELIZABETH ABBOTT'S (V.O.)
                              (CONT'D)
                When I couldn't go any further,
                and I just stopped...

      And we see her being taken onto a boat, a blanket wrapped
      around her...

127   EXT. CALAIS, BEACH - NIGHT, 1911                            127

                              ELIZABETH ABBOTT'S (V.O.)
                They asked me whether I would try
                again...?

                              ELIZABETH ABBOTT
                Why wouldn't I?

      She smiles, a young girl, full of life...

                                                                   86.



128   INT. DINING ROOM - "WINTER PALACE" - LATE NIGHT, 1941        128

                              ELIZABETH ABBOTT
                I never did. As a matter of fact,
                I have never done much of anything
                with my life after that...

      And it's quiet. She touches his rough hand.

                              ELIZABETH ABBOTT (CONT'D)
                Your hands are very rough... you
                have grease under your nails...

      She runs her fingernail along his face...

                              ELIZABETH ABBOTT (CONT'D)
                I can feel the wind on your
                face...

      They look at each other. And this time, Benjamin kisses
      her. It lingers... She stops herself...

                              ELIZABETH ABBOTT (CONT'D)
                I'm afraid it's the witching
                hour...

      She quickly gets up... And she's gone. As Benjamin sits
      in the empty dining room.

                              BENJAMIN BUTTON'S (V.O.)
                It took me a long time to go to
                sleep.

129   INT. "WINTER PALACE," RUSSIA - ANOTHER LATE NIGHT, 1941      129

      We see Elizabeth nicely dressed, a bottle of champagne in
      her hand, sitting anxiously waiting. The elevator doors
      open. Benjamin in a suit and tie, as handsome as we've
      seen him steps out. She stands, takes his arm.

                              BENJAMIN
                Do I look okay? I borrowed it from
                one of the men. It's his church
                suit.

                              ELIZABETH ABBOTT
                You take my breath away.

      She walks with him, champagne bottle in hand, through the
      empty lobby...




                                                     (CONTINUED)

                                                                      87.

129   CONTINUED:                                                     129

                                 ELIZABETH ABBOTT (CONT'D)
                   The thing about clothing is, it
                   should make you feel comfortable,
                   then you will be comfortable...
                   Come, let's take a walk...

130   EXT. MURMANSK, RUSSIA - DEAD OF NIGHT, 1941                    130

      Their arms in each other's, their breath showing in the
      night, they walk through the sleeping Russian town, their
      shadows in the moonlight. They stop to share a drink from
      the champagne bottle. They laugh.

                                 BENJAMIN
                   I feel so much younger when I'm
                   with you...

      And it seems he's about to go on... But Elizabeth,
      flattered, takes it metaphorically...

                                 ELIZABETH ABBOTT
                   That's such a nice thing to say.
                   You make me feel years younger,
                   too. I wish I was. I would
                   change so many things. I would
                   undo all of my mistakes.

                                    BENJAMIN
                   What mistakes?

                                 ELIZABETH ABBOTT
                   I kept waiting, thinking I would
                   do something to change my
                   circumstance... Do something...
                   But I never did... It's an awful
                   waste, you can never get it
                   back... wasted time...

      They're quiet.    She looks at him.

                                 ELIZABETH ABBOTT (CONT'D)
                        (abruptly)
                   If we're going to have an affair,
                   you're never to look at me during
                   the day, we must always part by
                   sunrise, and we can never say "I
                   love you..."

      He's quiet...




                                                       (CONTINUED)

                                                                   88.

130   CONTINUED:                                                  130

                                 ELIZABETH ABBOTT (CONT'D)
                   And when it is over I will send
                   you a card that will simply say
                   goodbye... Those are the rules...

      They stand in the cold. His answer is...

                                 BENJAMIN
                   Are you as cold as I am?

                                 ELIZABETH ABBOTT
                        (laughs)
                   My god, colder.

      They stop to finish what's left of the champagne,
      Elizabeth hurling the bottle. The bottle falling silently
      into some fresh snow.

                                 ELIZABETH ABBOTT (CONT'D)
                   You can't even break a bottle
                   here.

      They look at each other and they kiss. And without
      anything else needing to be said, they start back...

131   INT. LOBBY, "WINTER PALACE," RUSSIA - LATE NIGHT, 1941      131

                                 ELIZABETH ABBOTT
                   Get a key.

      Benjamin goes behind the registration desk, taking an
      empty room key off a hook... They cross to the
      elevator...

132   INT. ELEVATOR, "WINTER PALACE," RUSSIA - LATE NIGHT, 1941 132

      They stand in the elevator as it ascends. Anticipating
      what's to come...

133   INT. HALLWAY, "WINTER PALACE," RUSSIA - LATE NIGHT, 1941    133

      They move along a dark hallway. He quietly unlocks an
      empty room door... And as he follows her into the room...
      the door closing.

                                 BENJAMIN BUTTON'S (V.O.)
                   She was the first woman who ever
                   loved me.

                                                                  89.



134   INT. "WINTER PALACE," RUSSIA - ANOTHER DAY, 1941            134

      Benjamin, in his peacoat, and stocking cap, snow on him,
      hurries into the hotel from work... He runs to the
      elevator, the doors just closing.

                                 BENJAMIN
                   Hold it...

      It opens. He goes inside.      And Elizabeth's husband is
      standing in the elevator.

135   INT. ELEVATOR, "WINTER PALACE," RUSSIA - LATE DAY, 1941     135

      They silently ride up, not a word exchanged. The
      elevator stops. Elizabeth's husband gets out. As he
      quietly walks down the hall...

                                 BENJAMIN'S (V.O.)
                   We saw each other every night...
                   we always used the same room...

136   INT. HALL "WINTER PALACE," RUSSIA - NIGHT TO DAWN, 1941     136

      We see the key going into the door... Benjamin and
      Elizabeth going inside closing the door behind them...
      leaving us with the quiet hallway.

                                 BENJAMIN'S (V.O.)
                   But each time seemed new and
                   different...

      And we see them as dawn creeps along the hallway,
      Benjamin and Elizabeth, leaving the room, not wanting to
      part, passionately kissing, and as they start to go their
      separate ways...

                                 BENJAMIN
                        (whispering)
                   Elizabeth...

      She turns.

                                  BENJAMIN (CONT'D)
                        (whispers)
                   You should swim the English
                   channel again.

      And as she laughs to herself and hurries off...

                                 BENJAMIN BUTTON'S (V.O.)
                   Until one night...

                                                                   90.



137   INT. "WINTER PALACE," RUSSIA - ANOTHER NIGHT, 1941           137

      We see Benjamin coming down the stairs, into the lobby to
      meet Elizabeth. And he slows...Elizabeth isn't there. He
      looks into the bar...the kitchen....the dining room... He
      goes back to the lobby, sitting on a lone sofa, waiting
      for her... A mouse runs across the marble floor, stops,
      looks at him and runs off... And he sits and waits.

138   INT. LOBBY, "WINTER PALACE," RUSSIA - EARLY MORNING, 1941 138

      Snow shrouds the windows. We see Benjamin has fallen
      asleep on the sofa... There's the distinctive BELLOW of
      Captain Mike's VOICE. Benjamin wakes... He follows the
      bellowing to find Captain Mike with the tugboat CREW in
      the bar...

                              CAPT. MIKE
                Roosevelt says we all got to do
                our part! After them Japs
                attacked Pearl Harbor everyone's
                got to! The Chelsea's been
                commissioned to serve in the
                United States Navy, to repair,
                tow, salvage and rescue... Anybody
                don't want to go to war, now's the
                time to say so... Once you set
                foot on that boat again, you're in
                the Navy friend!

                              BENJAMIN
                     (right away)
                I'll go captain!

                              CAPT. MIKE
                Easy old timer.
                     (to the men)
                I'll hold it against no man. But
                speak up now or forever hold your
                water.

      And the Cook, Prentis Mayes...

                              THE COOK
                I was planning on talking to you
                Cap'n Mike... My wife's doing
                poorly. I'd like to see her one
                more time...

                              CAPT. MIKE
                     (understanding)
                You're free to get home any way
                you can Mr. Mayes.

                                                     (CONTINUED)

                                                                       91.

138   CONTINUED:                                                      138

      And the cook walks off.

                                 JOHN GRIMM
                        (always dour)
                   Who do you intend to have cook
                   then? One of the leading causes
                   of death at sea is food poisoning,
                   right after inadequate safety
                   equipment.

                                 BENJAMIN
                   I grew up cooking, sir. I'll take
                   the job, if I'm not too old to
                   serve.

                                 CAPT. MIKE
                   You a real Johnny on the Spot,
                   Benjamin. I'll take any able
                   bodied mens who wants kick shit
                   out of the Japs and the Huns.

      And with no one dissenting...

                                 CAPT. MIKE (CONT'D)
                   Then that's it! We's goin' to
                   war, gentlemen!

      And filled with fervor, they give a cheer.

139   INT. BENJAMIN'S ROOM, "WINTER PALACE" LATER, 1941               139

      Benjamin unlocking the door to his room. An ENVELOPE has
      been left under the door, he opens it.

                                 BENJAMIN'S (V.O.)
                   She had left a note. She wrote,
                   "it was nice to have met you."
                   That was it.

      And as he stands holding the letter in his room at the
      small Russian hotel:

                                 BENJAMIN BUTTON'S (V.O.)
                   And so, I went to war.

140   EXT. TUGBOAT, ATLANTIC OCEAN, SOMEWHERE - NIGHT, 1941           140

      The men on the tug on a dark gray sea....

                                 BENJAMIN BUTTON'S (V.O.)
                   It wasn't the war we expected. We
                   would tow crippled ships... scraps
                   of metal...
                                 (MORE)
                                                        (CONTINUED)

                                                                      92.

140   CONTINUED:                                                     140
                                 BENJAMIN BUTTON'S (V.O.) (CONT'D)
                   across the high seas... If there
                   was a war, we didn't see it...

      And what seemed exciting, the idea of war... is
      tedious... The "Chelsea" towing a strange hulking shape
      on the dark, empty sea...

                                 BENJAMIN BUTTON'S (V.O.) (CONT'D)
                   There was a man assigned with
                   us... The Chief Gunner loved the
                   Navy, and most of all, he loved
                   America.

                                 THE MAN'S (V.O.)
                   There is no other country in the
                   world...! When YOU spell America,
                   A.M.E.R.I.C.A. You're spelling
                   freedom...!

      We see the young Gunnery Mate, no more than nineteen...
      sitting at his post on a high caliber machine gun...
      ready to kick some enemy ass...

                                 BENJAMIN BUTTON'S (V.0.)
                   His name was Dennis Smith and he
                   was a full blooded Cherokee... His
                   family had been in America for
                   over five hundred years.

                                 DENNIS SMITH
                   You have these pacifists. They
                   say they won't fight on
                   conscience. Where would we be if
                   everybody decided to act according
                   to their conscience?

                                 CAPT. MIKE
                        (out his Window)
                   Keeps it down, would you chief!

      He goes back inside... And as they settle into their
      tasks..

                                 DENNIS SMITH
                        (on his gun, to
                         himself, the last
                         word)
                   Where else can you shoot white
                   people and get away with it...

      Benjamin's the only one around to hear him...

                                 BENJAMIN BUTTON'S (V.O.)
                   I worked in the kitchen...

                                                                   93.



141   INT. THE TUGBOAT KITCHEN - DAY, 1941                         141

      Benjamin busy preparing a meal in the galley kitchen. The
      Perpetually silent Pleasant Curtis, on kitchen duty,
      helping him with the preparation... while they work...

                              BENJAMIN
                     (trying to make
                      conversation)
                You're from the Kentucky mountains
                aren't you? It must be pretty
                there..

      Pleasant Curtis doesn't say a word. Benjamin shrugging,
      puts the pie in an oven.

142   INT. THE GALLEY - TUGBOAT - NIGHT                            142

      The men; including Dennis Smith, Pleasant Curtis, John
      Grimm, the "fighting" Brody twins, Benjamin serving them,
      silently eating dinner, rolling with endless rolling
      Ocean. Pleasant, not interested, just gets up and leaves.

                              JOHN GRIMM
                There's something not normal about
                him.

      As they silently eat, mostly bored...

                              DENNIS SMITH
                     (looking outside)
                Whoever said "War is hell,"
                doesn't know shit from shinola.

143   EXT. TUGBOAT, ATLANTIC OCEAN -- ANOTHER NIGHT, 1942          143

      We see "Chelsea," a steel tow line splayed out from its
      winch, towing a large crippled freighter across the
      ocean...

                              BENJAMIN BUTTON'S (V.O.)
                We were towing a British
                freighter, that had gone dead in
                the water, 800 miles to Halifax
                for repair...

      We see Benjamin and the crew watching the ship on the tow
      line run out some thousand feet behind them...

144   INT. CREW QUARTER, TUGBOAT, ATLANTIC OCEAN - NIGHT, 1942     144

      We see Benjamin awake in his bunk, Dennis Smith asleep in
      the bunk above him.

                                                     (CONTINUED)

                                                                      94.

144   CONTINUED:                                                     144

      Pleasant Curtis seemingly asleep in his bunk below him...
      Benjamin looking out at the black sea... and out of the
      silence Pleasant Curtis for the first time speaks...

                                  PLEASANT CURTIS
                   I've been watching you. You seem
                   trustworthy. If something happens
                   to me... could you see this gets
                   to my wife...?

      He hands Benjamin a folded up handkerchief...

                                 BENJAMIN BUTTON'S (V.O.)
                   He had given me all of his pay...
                   he hadn't spent a dime of it...

                                 PLEASANT CURTIS
                   If anything happens I want my
                   family to know I was thinking
                   about them, and if I could have,
                   I'd have come back home.

      And that said he turns back over... And as Benjamin looks
      at the dark foreboding sea... suddenly:

                                 CAPT. MIKE (OVER)
                        (calls)
                   All hands on deck!!!

      They bolt from their bunks... Going outside...

145   EXT. TUGBOAT, ATLANTIC OCEAN - NIGHT, 1942                     145

      Captain Mike stands by the wheelhouse... silently looking
      at the ocean... They see bodies of men, dead men,
      floating by them... One and two at first... then three
      and four... and then more and more until they are moving
      through a carpet of bodies...

                                 BENJAMIN BUTTON'S (V.0.)
                   The war found us.

      As they move through the water... their propeller
      literally chopping up bodies, to where they have to
      veritably shut their engines down...

                                 BENJAMIN BUTTON'S (V.0.) (CONT'D)
                   A transport carrying 900 men had
                   been hit by a torpedo. We were
                   first to arrive at the scene...

      And as the tug arrives at the scene we see a TRANSPORT
      VESSEL, with a gaping hole in its midships sinking
      quickly... Fuel oil burning on the water...
                                                       (CONTINUED)

                                                                       95.

145   CONTINUED:                                                      145

      It's then we see the true horror of the men in the
      water... in the burning black oil... The transport boat
      silently slips into the water, disappearing under the
      sea...

146   EXT. TUGBOAT - ATLANTIC OCEAN - NIGHT, 1942                     146

      As the tug moves through the thick black smoke...
      Benjamin and the other crewmen watching along the
      rails...

                                 BENJAMIN BUTTON'S (V.O.)
                   There wasn't a sound...

      Except for the   lapping of water, and the tugboat's
      engines, there   isn't... just the silence of death...
      Something else   appears, doming onto the surface like a
      spectre... the   U-BOAT that had reeked this havoc...
      looking to see   the results... Captain Mike sees the
      sub...

                                 CAPT. MIKE
                        (mad as hell)
                   We can't run from the fucker and
                   we can't hide...! There's only one
                   thing we can do...!
                        (and he shouts)
                   Battle Stations...!!!

      They run to their battle stations...

147   INT. PILOT HOUSE, TUGBOAT, ATLANTIC OCEAN - NIGHT, 1942         147

      Captain Mike at the wheel in the pilot house, turning the
      tug, furiously bearing down on the surfaced submarine...

148   EXT. TUGBOAT, ATLANTIC OCEAN - NIGHT, 1942                      148

      A German submariner, on the conning tower, seeing the
      Tugboat, turns the .50 caliber machine gun on the
      tugboat... Benjamin is grazed by a bullet, his forehead
      cut open, bleeding... Despite the strafing the tug is
      relentless... The submarine, seeing it is about to be
      rammed tries to dive... but it's too late... the tugboat
      ramming the submarine... severing the U-Boat in half. The
      concussion of the collision has triggered a torpedo in
      the sinking submarine's torpedo shaft, the torpedo
      exploding, bursting the submarine, and in the process,
      blasting away under the stern of the tugboat... the men
      on the stern blown to pieces... Benjamin's literally
      thrown against the wheel house... He manages to get to
      his feet, the tug listing, beginning to sink... There's a
      man's voice...

                                                        (CONTINUED)

                                                                      96.

148   CONTINUED:                                                     148

      And he sees, Captain Mike riddled with bullets, his body
      covered with blood... Benjamin bends to him... Captain
      Mike trembling as he lays dying...

                                 CAPT. MIKE
                   Look at what they did! They shot
                   holes in me! They shots the hell
                   out my paintin'!

      His body, his tattoos, like a ripped canvas, is
      riddled...

                                 CAPT. MIKE (CONT'D)
                   You've seen a lot of things. Tell
                   me it's going to be alright.

                                 BENJAMIN
                   You're going to heaven Captain
                   Mike. You're going to heaven.

      Benjamin sits beside him, his friend Captain Mike, dying.
      And a light comes in Captain Mike's eyes... an
      understanding.

                                 CAPT. MIKE
                   You can be mad as a mad dawg at
                   the way things wents... You can
                   swear, curse the fates, regret
                   every'ting you ever dids... but
                   when it comes to the end... You
                   have to lets go...

      He looks in Benjamin's old eyes....

                                 CAPT. MIKE (CONT'D)
                   Give me a hand, old man...

      And as he holds Benjamin's hand ready to meet his
      maker...

149   EXT. TUGBOAT, ATLANTIC OCEAN - LATE AFTERNOON, 1942            149

      There are two destroyers and a hospital ship in the
      battle zone flow... Planes circling... The water still
      speckled with debris, and bodies...

150   EXT. A LIBERTY SHIP, THE NORTH ATLANTIC - DUSK, 1942           150

      We see Benjamin at the railing of a Liberty Ship.. He
      watches the "Chelsea" sink, disappearing under the sea...




                                                       (CONTINUED)

                                                                      97.

150   CONTINUED:                                                     150

                                 BENJAMIN BUTTON'S (V.O.)
                   736 men died that day... I said my
                   goodbyes to the Cherokee, Dennis
                   Smith, John Grimm who was right,
                   he was going to die there... I
                   sent Pleasant Curtis' wife his
                   money... I said goodbye to the
                   twin, Vic Brody...

      He instinctively turns, and sees Rick Brody looking out a
      porthole, lost without his twin brother...

                                 BENJAMIN BUTTON'S (V.O.) (CONT'D)
                   And to Mike Clark... Captain of
                   the tugboat "Chelsea."

      A storage cabinet is opened, a sailor taking out a
      wreath, from a supply of just such wreaths...

                                 BENJAMIN
                   You mind...

      The Sailor shrugs, giving him the wreath...

                                 BENJAMIN BUTTON'S (V.O.)
                   I said goodbye to all the other
                   men... who had dreams of their
                   own... All the men who wanted to
                   be plumbers or singers or
                   insurance salesmen or doctors...
                   or lawyers or Indian chiefs.

      And suddenly, angrily, he throws the wreath into the
      water...

                                 BENJAMIN BUTTON'S (V.O.) (CONT'D)
                   Out here, death didn't seem
                   normal.

      Benjamin standing at the rail of the ship... no longer a
      boy... And a SAILOR standing beside him....

                                 THE SAILOR
                   This don't get fixed...

      Benjamin's quiet. When suddenly a HUMMINGBIRD comes
      flying across the water... It circles the wreath, the way
      Hummingbirds do... and then flies off...

                                 BENJAMIN BUTTON'S (V.0.)
                   ...I'd never seen a hummingbird
                   that far out to sea before...


                                                       (CONTINUED)

                                                                     98.

150   CONTINUED: (2)                                                150

      And as Benjamin stands at the railing, looking at the
      sea...

                              BENJAMIN BUTTON'S (V.0.) (CONT'D)
                In the spring of 1945.... when I
                was 26 years old... I went home...

151   EXT. THE NOLAN HOUSE, NEW ORLEANS - TWILIGHT, 1945            151

      We see Benjamin, suitcase in hand, going up the walk to
      the old house. We're struck by the difference... the old
      man who had left to see the world has returned a
      strikingly handsome man in his fifties. The old blind
      dog, smelling ham, ambles off the porch to meet him.
      Nothing seems to have changed. An old woman we don't
      know is rocking on the porch. A black girl, just 14... is
      hanging out wash...

                              BENJAMIN
                Is your mother home?

                              THE GIRL
                She's gettin' supper ready....

      He goes up the porch, inside....

152   INT. THE NOLAN HOUSE, NEW ORLEANS - TWILIGHT, 1945            152

      Some old folks are in the front room... Nobody we know...
      He moves by them into the kitchen... the stovetop smoking
      and gurgling... He goes into the dining room... Queenie
      is busy setting the table... He watches her for a
      moment...

                              BENJAMIN
                     (quietly)
                Queenie...

      She turns, seeing him... she drops a plate...

                              QUEENIE
                Lord have mercy....you're home...

      She runs to embrace him... We see she's aged... the eight
      years he's been gone... and the 25 years or so since
      we've known her... now in her fifties...

                              THE GIRL'S (V.0.)
                     (asks)
                Who is that mama?

      The Girl comes inside... curious...


                                                      (CONTINUED)

                                                                       99.

152   CONTINUED:                                                      152

                                 QUEENIE
                   Your brother, Benjamin...

                                 THE GIRL
                   I didn't know he was my brother.

                                 QUEENIE
                        (laughs)
                   There's a shit load of things you
                   don't know...

      But her interest is in Benjamin....

                                 QUEENIE (CONT'D)
                        (studying him)
                   You look like you've been born
                   again... you're younger than the
                   springtime... I think that
                   preacher laid the hands on you
                   brought you a second life... I
                   knew the moment I saw you -- you
                   were special... Every night I got
                   on my knees asking the Good Lord
                   to bring you back safely. Remember
                   what I told you...?

                                 BENJAMIN
                   You never know what's comin' for
                   you.

      And they both share a good laugh at her homily... glad to
      be together once again.

                                 QUEENIE
                   Did you learn anything worth
                   repeating?

                                 BENJAMIN
                   I saw a lot of things.

      She touches the scar, from the bullet, on his forehead.

                                 QUEENIE
                   You seen some pain.

      He nods.

                                   QUEENIE (CONT'D)
                   Some joy too?

      He nods, that too. And she holds him again.



                                                        (CONTINUED)

                                                                    100.

152   CONTINUED: (2)                                                152

                                 BENJAMIN
                Where's Tizzy?

                              QUEENIE
                Mr. Weathers died in his sleep one
                night last April. He's sleeping
                comfortably now in the cemetery on
                St. James street, God rest his
                soul...

                              BENJAMIN
                I'm so sorry...

      She turns from him so as not to cry....

                              QUEENIE
                There's only one or two of them
                left now... They all just about
                new... waitin' their turn like
                everybody else... I am so glad to
                have I you back. Now we got to
                find you some proper work and get
                you married right...

      And as she goes about readying the table for dinner,
      humming to herself...

153   EXT. PORCH, NOLAN HOUSE - EVENING, 1945                       153

      Benjamin sitting with a row of oldsters. And feeling out
      of place, out of time, he gets up and goes inside.

154   INT. PARLOR, NOLAN HOUSE - NIGHT, LATER, 1945                 154

      We see Benjamin playing the piano in the parlor, the
      particular tune the Woman had taught him... an old man
      sitting nearby, seemingly listening... Queenie, looking
      in...

                              QUEENIE
                You're wasting your time... he's
                stone deaf... You'll be staying in
                what was Mrs. DeSeroux's room now,
                you're too much of a man to stay
                in the attic anymore.

      She goes about her business... And as Benjamin goes back
      to playing the piano for the deaf man... playing for
      himself...

155   INT. THE PARLOR, NOLAN HOUSE - NIGHT, 1945                    155

      We see Mr. Daws, much older now, asleep in an easy chair.

                                                      (CONTINUED)

                                                                     101.

155   CONTINUED:                                                     155

      Benjamin standing at the familiar window, listening to
      the silence of the house...

                                 BENJAMIN BUTTON'S (V.O.)
                   It's a funny thing about coming
                   home. Smells the same. Looks the
                   same. Feels the same.

      Mr. Daws awakens.    Seeing Benjamin.   As if he never left.

                                 MR. DAWS
                   Did I ever tell you I've been
                   struck by lightning seven times.
                   Once I was sitting in my truck
                   listening to the radio.

      And we see just that Mr. Daws sitting in his truck
      getting belted by lightning.

                                 BENJAMIN BUTTON'S (V.0.)
                   You realize what's changed, is
                   you...

      While Benjamin stands locking out the window:

                                 BENJAMIN BUTTON'S (V.O.) (CONT'D)
                   And one evening, not long after I
                   had been back...

156   INT. THE NOLAN HOUSE - EARLY ONE EVENING, 1945                 156

      We see Benjamin, coming down the stairs. He happens to
      glance out a casement window... He slows... He can just
      see part of a TAXI coming to stop at the gate. He moves
      to the next landing...where he can see a figure is
      getting out of the cab... The figure of a young woman,
      wearing a beret, a dark coat and lace up boots... She
      strides through the gate... It takes us a moment to
      recognize her... the leggy thirteen year old girl is
      gone... replaced by a confident woman in her early
      twenties... with her red hair and her blue eyes she could
      be no one else but DAISY. Benjamin follows her progress,
      moving through the parlor, watching her out the screened
      windows... She moves gracefully past the porch with its
      swings... The unnamed woman's old dog, smelling her,
      comes to greet her... Daisy going around to the back of
      the house... Benjamin moving to the back door, and just
      as Daisy starts to knock... Benjamin opening it...
      Momentarily startled, she doesn't recognize him.... and
      asks...




                                                       (CONTINUED)

                                                                      102.

156   CONTINUED:                                                      156

                                 DAISY
                   Oh, excuse me... is Queenie
                   here...?

                                 BENJAMIN
                   Daisy... it's me, Benjamin.

      She hardly can believe her eyes...

                                 DAISY
                   Benjamin...Oh my God it's you...
                   Of course it's you...

      They embrace, and there's a moment when the touch is not
      just of old friends, but something different... and they
      both, in that moment recognize that things will never be
      the same... Daisy, over-hugging him... the way young
      people do...

                                  DAISY (CONT'D)
                   Benjamin, how are you? It's been
                   such a long time... There's so
                   much I want to know... When did
                   you come back?

                                 BENJAMIN
                   Just a few weeks ago...

                                 DAISY
                   I spoke to Queenie...she told me
                   you were in the war...somewhere at
                   sea... I was so worried about
                   you...

                                   BENJAMIN
                        (simply)
                   I'm okay.

                                 BENJAMIN BUTTON'S (V.0.)
                   When I had left she was a girl...
                   and a woman had taken her place...

                                 BENJAMIN
                   I can't get over you -- You are so
                   lovely...

                                 DAISY
                   You stopped writing.

                                 BENJAMIN
                   I feel terrible about it...
                        (smiles)
                                 (MORE)

                                                        (CONTINUED)

                                                                     103.

156   CONTINUED: (2)                                                 156
                              BENJAMIN (CONT'D)
                Now that I see you I feel even
                worse... Look at you...Daisy
                Fuller...

157   INT. HOSPITAL ROOM, NEW ORLEANS - MORNING, PRESENT             157

      Daisy's still. She touches her old face.

                                DAISY
                ...Beautiful.

                              CAROLINE
                He said, "The most beautiful,"
                Mother.

                              DAISY
                What else did he say about...

                                CAROLINE
                He said...

                              BENJAMIN BUTTON'S (V.O.)
                "...Everything, in that moment,
                had changed between us..."

158   INT. BACK STAIRS, NOLAN HOUSE - TWILIGHT, 1945                 158

      Benjamin and Daisy going up the back stairs...

                               DAISY
                I can't get over you're home...
                I've been planning to come by for
                awhile... my grandmother, you
                remember Grandma Fuller... of
                course you remember her... she
                passed away...

                              BENJAMIN
                I heard that... I'm sorry...

                              DAISY
                I've been wanting to get some of
                her things...

      ...They go into her grandmother's room...

159   INT. GRANDMA FULLER'S ROOM - TWILIGHT, 1945                    159

      Her grandmother's things are in boxes neatly stacked in a
      corner, waiting to be taken away... Daisy starts to go
      through them... Benjamin gives her a hand... As they go
      through things...


                                                       (CONTINUED)

                                                                      104.

159   CONTINUED:                                                      159

                                 DAISY
                   I can't believe I open the door,
                   and you're actually standing
                   there...It must be fate... What do
                   they call it, "Kismet"? I read a
                   book about a man named Edgar
                   Cayce, a psychic, everything is
                   predetermined...I like to think
                   it's fate. What do you think,
                   Benjamin?

                                 BENJAMIN
                   I don't know how it works, but I'm
                   sure glad it happened...

      They inadvertently touch... the electricity of
      friction... both aware of the closeness... they move ever
      so slightly apart...

                                 DAISY
                        (nervously)
                   Have you been to New York...? It's
                   just across the bridge from me...
                   I can actually see the Empire
                   State Building if I stand on my
                   bed... Where have you been? Tell
                   me everything. The last time you
                   wrote you said you were in Russia?
                   I always wanted to go to Russia...
                   Is it as cold as they say...? You
                   wrote you met somebody... did it
                   work out...?

                                  BENJAMIN
                        (holding out)
                   Remember this?

      He's comes upon the BOOK her grandmother had read to
      them, Rudyard Kipling's "Just So." She sits on the bed...
      Benjamin sitting beside her... the two shoulder to
      shoulder... Daisy looking through the book... and
      reading....

                                 DAISY
                   ...This is the picture of Old Man
                   Kangaroo at five in the
                   afternoon..."

      She looks at him.




                                                        (CONTINUED)

                                                                  105.

159   CONTINUED: (2)                                              159

                              DAISY (CONT'D)
                You don't look like an old man
                anymore...You always said you were
                different... I think you must
                be...

      He doesn't say anything. The two of them sitting with
      their backs to us like the old friends they are...They
      touch... acutely aware of their proximity and before it
      can go any further...

                              BENJAMIN
                Are you hungry? Would you like to
                get something to eat?

                              DAISY
                I would love that...

      And the moment's gone...

160   EXT. A NEW ORLEANS STREET - NIGHT                           160

      ...And we see a taxi door being opened in slow motion...
      and Daisy, dressed for the night, glides out... a man
      helping her... and we see Benjamin a step behind getting
      out of the car... dressed to the nines... hair slicked,
      elegant... but nonetheless, a step behind... And we hear
      Daisy's voice, from somewhere else...

                              DAISY'S (V.0.)
                ...I danced for a man named
                Ballenchine...He's a famous
                choreographer. He said I had a
                perfect line. They asked
                Ballenchine to describe what he
                did. He said, "I'm a carpenter."
                Isn't that amazing? In one of his
                rehearsals a dancer fell. He put
                it into the production. Can you
                imagine that in a classical
                ballet? A dancer intentionally
                falling? He isn't the only one,
                Agnes DeMille, Lincoln Kirstein,
                Richard Pleasant, Lucia
                Chase...There's a whole new word
                for dance now, it's called
                abstract..."

      The door to the restaurant held open for Daisy... another
      man showing her inside... Benjamin forgotten for the
      slightest of moments at the door... going after her.

                                                                   106.



161   INT. NEW ORLEANS RESTAURANT - NIGHT, 1945                    161

      A crowded New Orleans restaurant. Daisy as a maitre d in
      slow motion is showing her to a table... Men's, and even
      women's, eyes following her...

                              DAISY'S (V.0.)
                ...They have torn up all the
                conventions... the straight up and
                down style, all the things that
                bound dancers...It's not about the
                formality of the dance...the
                classical structure...it's about
                what the dancer's feeling...there
                are no rules; the movement can be
                tense or relaxed, abrupt or
                flowing, carefree or somber, it
                may suggest love or hate,
                attraction or repulsion. The
                unexpected shifts of weight or
                energy -- not just to shock but to
                reinvent tradition...putting the
                familiar form to new and
                unexpected uses. It's so basic
                Just you alone with your body...

      They reach a table... A chair in slow motion swept out
      for her to sit... another man in slow motion putting a
      napkin in her lap...

                              DAISY (V.O)
                They understand America's vigor
                and physicality -- they understand
                the freshness of the American
                people at their most modern, at
                their best.

                              BENJAMIN BUTTON'S (V.0.)
                And she told me about this world
                that she was so attracted to...
                names that didn't mean a thing to
                me...I didn't really hear very
                much of what she was saying.

      We watch them at the table... Benjamin listening,
      appreciating her... her face aglow with the intensity and
      the passion of youth... Caviar is brought over...
      vodka... She screws up her mouth not wanting to eat... We
      can sense he's telling her, what he's learned from
      Elizabeth Abbott, how to savor it... He feeds her a
      spoonful... They drink the vodka washing it down... she
      laughs, delighted... And we now hear what she is
      saying...

                                                     (CONTINUED)

                                                                      107.

161   CONTINUED:                                                      161

                                 DAISY
                        (realizing)
                   Oh my god, I've been just talking
                   about myself...

                                 BENJAMIN
                   I'm enjoying listening...

      She takes out a cigarette... He instinctively looks for
      matches, a man gets there first, lighting her cigarette
      for her... he watches the smoke curl around her...
      appreciating her...

                                 BENJAMIN (CONT'D)
                   I didn't know you smoked...

                                 DAISY
                   I'm old enough. I`m old enough
                   for a lot of things....

                                    BENJAMIN
                   Yes you are...

162   EXT. A NEW ORLEANS PARK - NIGHT                                 162

      We see Benjamin and Daisy, their silhouettes walking
      through the park... She puts her arm around his
      shoulder... being close to him...

                                 DAISY
                   I have to go back tomorrow... I
                   wish I could stay...

      They reach a GAZEBO... Not a soul around... They stand
      for a moment in the silence...

                                 DAISY (CONT'D)
                   In New York we stay up all
                   night... I eat breakfast in a
                   diner on Houston with red booths
                   and watch the sun come up over the
                   buildings... there's always
                   something to do...

      Which is in stark contrast to Benjamin's life... Daisy,
      takes off her shoes...

                                 DAISY (CONT'D)
                   Dancers... don't need costumes or
                   scenery.

      And showing him what she's been telling him about, she
      does a dance for him...

                                                        (CONTINUED)

                                                                      108.

162   CONTINUED:                                                      162

                                 DAISY (CONT'D)
                   I could imagine dancing completely
                   naked...

      Daisy, dancing for him... While she dances...

                                 DAISY (CONT'D)
                   Have you read "D.H. Lawrence," his
                   books were banned... The words are
                   like making love....

      He stands, hands in his pockets appreciating her... she
      moves closer to him... She comes next to him and she
      kisses him... and when he doesn't respond... she tries a
      different tact...

                                 DAISY (CONT'D)
                   In our group... you have to trust
                   people... not be afraid... Sex...
                   is a big part of it... A lot of
                   the dancers... are lesbians... A
                   woman wanted me to sleep with
                   her....

      He's quiet.

                                 DAISY (CONT'D)
                   Does that upset you?

                                 BENJAMIN
                   Which part?

                                 DAISY
                   That someone wanted to sleep with
                   me.

                                 BENJAMIN
                   People should want to sleep with
                   you... You're very desirable...

                                 DAISY
                   Let's go back to the house... or
                   get a room somewhere... we can put
                   down your coat...

      She takes his hand, as if to lead him to the dark of the
      park... There's nothing he'd like more... but...

                                 BENJAMIN
                   It's not that I don't want to... I
                   just can't... not tonight....Its
                   just not...


                                                        (CONTINUED)

                                                                    109.

162   CONTINUED: (2)                                                162

                              DAISY
                I'm old enough.

      And despite how available she is, how desirable she is...

                              BENJAMIN
                Go back to New York, Daisy... Be
                with the people you are so fond
                of... You can only be young
                once...

                              DAISY
                Do you think you are too old for
                me... I've been with older men...

      And when he still doesn't respond...   Daisy, rejected,
      takes up her shoes... And she starts   off... Benjamin
      coming beside her... but they're not   really walking
      together anymore... and the time for   them, this time, has
      gone away...

                              BENJAMIN BUTTON'S (V.0.)
                You only get so many chances to be
                with someone... I let her go...
                and I missed it...

163   INT. HOSPITAL ROOM, NEW ORLEANS - MORNING, PRESENT            163

      Daisy, caught in the distant time...

                              DAISY
                You look so handsome in that
                suit... your hair...

      A Nurse looks in...

                              THE NURSE
                They're sayin' the hurricane's
                going to miss us... blow right on
                by...

                              CAROLINE
                Oh, that's great.

      The Nurse goes off down the hall, her voice telling
      people the good news...




                                                      (CONTINUED)

                                                                      110.

163   CONTINUED:                                                      163

                                 CAROLINE (CONT'D)
                   Isn't that good news, Mother?

      But Daisy is in still another place and another time...

                                    DAISY
                   Good news?

                                    CAROLINE
                   The hurricane.     It is going to
                   miss us.

                                 DAISY
                   I'll just stay under the blankets
                   with my mother. She said nothing
                   would happen to me.

      She looks at the book.

                                    DAISY (CONT'D)
                   Benjamin?

                                 CAROLINE
                   Would you like me to keep reading?

      Daisy nods.

                                 CAROLINE (CONT'D)
                        (after a beat)
                   He said, "Things were becoming
                   different for me..."

164   INT. BENJAMIN'S ROOM, NOLAN HOUSE - NIGHT, 1945                 164

      Benjamin lying on his bed, his glasses on, reading...
      "D.H. Lawrence"... We see he's squinting... We see his
      POINT OF VIEW, the print, is blurred... He takes off the
      glasses, looks at the print... and it's clear as a
      bell...

                                 BENJAMIN BUTTON'S (V.0.)
                   I didn't need glasses anymore...

      And we see Benjamin, naked, standing in front of a full
      length mirror, looking at himself, studying himself....

                                 BENJAMIN BUTTON'S (V.0.) (CONT'D)
                   My hair had very little gray and
                   grew like weeds...
                                 (MORE)




                                                        (CONTINUED)

                                                                      111.

164   CONTINUED:                                                      164
                                 BENJAMIN BUTTON'S (V.0.) (CONT'D)
                   My sense of smell was keener... my
                   hearing more acute... I could walk
                   further and faster...

      He can see outside an ambulance has arrived... to take
      away another of the old people...

                                 BENJAMIN BUTTON'S (V.O.) (CONT'D)
                   While everybody else was aging...
                   I was getting younger... all
                   alone...

      And as he quietly looks at himself... There's a KNOCK on
      the door..

                                 A MAN'S (V.0.)
                   Benjamin...

      He puts something on, and opens the door. And as if to
      underscore what he's just said, he sees THOMAS BUTTON in
      his fifties himself now, leaning on crutches, his feet
      bandaged, standing in the doorway...

                                 THOMAS BUTTON
                   Hello, Benjamin... Do you
                   remember me?

                                 BENJAMIN
                   Of course, Mr. Button... What
                   happened to you?

                                 THOMAS BUTTON
                   My foot was infected... I'm afraid
                   they had to remove it...
                        (beat, without irony)
                   Welcome home, my friend.

165   INT. DELMONICO'S STEAK HOUSE, NEW ORLEANS - NIGHT, 1945         165

      The bar and restaurant crowded with men, many with
      various kinds of handicaps from the war, drinking away
      their demons... And we see Benjamin and Thomas sitting at
      a table... thick steaks, baked potatoes, drinks at their
      elbows...

                                 BENJAMIN
                   You're still drinking Sazerac with
                   whiskey instead of brandy.

                                 THOMAS BUTTON
                   I'm a man of habit.



                                                        (CONTINUED)

                                                                        112.

165   CONTINUED:                                                        165

                                 BENJAMIN
                        (smiles)
                   Are you still visiting the house
                   on Bourbon street?

                                 THOMAS BUTTON
                        (smiles)
                   Not for a long time.

                                 BENJAMIN BUTTON'S (V.0.)
                   I told him about my life... about
                   my time at war... and he told me
                   how he had devoted his business to
                   making buttons for the war
                   effort...

                                 THOMAS BUTTON
                   The war has been kind to the
                   button industry... we had gone
                   from making forty thousand buttons
                   a day to making two hundred and
                   fifty thousand... We employed ten
                   times the number of workers... We
                   were operating around the clock...

      And he quiets... the sound of the busy restaurant... And
      after some moments Thomas tells him...

                                 THOMAS BUTTON (CONT'D)
                   I don't know how much longer I
                   have to live...

                                 BENJAMIN
                   I'm sorry to hear that, Mr.
                   Button.

      And it seems like he is about to tell Benjamin the entire
      truth... but he can't bring himself and instead...

                                 THOMAS BUTTON
                   I don't have any people. I keep to
                   myself. I -- I'm frightened. I
                   hope you won't mind... but
                   whenever it's possible... I would
                   enjoy your company...

                                 BENJAMIN
                   I'll do what I can, Mr. Button.

      They quietly eat.




                                                          (CONTINUED)

                                                                     113.

165   CONTINUED: (2)                                                 165

                              THOMAS BUTTON
                     (after a beat)
                Tell me Benjamin, do you know
                anything about buttons?

                              BENJAMIN
                Just what holds my shirt on.

166   EXT. BUTTON FACTORY, NEW ORLEANS - NIGHT, 1945                 166

      An old brick building with a painting on its side of a
      woman sewing on a button... "Button's Buttons." A driver
      waits outside of a "town car".

167   INT. BUTTON FACTORY, NEW ORLEANS - NIGHT, 1945                 167

      We see Thomas unlocking a door.

                              THOMAS BUTTON
                     (has been telling
                      him)
                ... comes from the French,
                "bouton," meaning a bud, or any
                round object...

      They come into a corridor. Thomas unlocking another door.

                              THOMAS BUTTON (CONT'D)
                They were originally decorative,
                jewelry sewn on clothing...

168   INT. WORK FLOOR, BUTTON FACTORY - NEW ORLEANS - NIGHT          168

      They walk through the quiet factory...

                              THOMAS BUTTON
                The practice of buttoning
                originated in the 13th century...
                when baggy clothing was replaced
                with more form-fitting clothes...

      Thomas, on his crutches...past the lines of work
      benches... Mannequins in uniforms of the armed
      services... with their various gold and silver buttons...

                              THOMAS BUTTON (CONT'D)
                Button's Buttons has been in our
                family for one hundred and twenty-
                four years. My grandfather was a
                tailor. He had a small shop in
                Richmond. After the Civil War he
                came to New Orleans.
                              (MORE)

                                                       (CONTINUED)

                                                               114.

168   CONTINUED:                                               168
                                 THOMAS BUTTON (CONT'D)
                   My father saw the wisdom of making
                   our own buttons. The tailor shop
                   grew to this... And today...
                        (a smile)
                   I can't sew a stitch.

      Benjamin is interested, but the obvious question is...

                                 BENJAMIN
                   It's all very interesting.   But
                   what do you want from me?

                                 THOMAS BUTTON
                   I said, our family has been in the
                   business for a hundred and twenty-
                   four years.

                                 BENJAMIN
                   Our family?

      And it's as if he has opened a flood gate...

                                 THOMAS BUTTON
                   You are my family. Benjamin, you
                   are my son.

      And tears run down his anguished face... Benjamin's
      still...

                                 THOMAS BUTTON (CONT'D)
                   I am so sorry not to have told you
                   before...

      Benjamin hasn't moved. The words ring in his ears.

                                 THOMAS BUTTON (CONT'D)
                   You were born the night the great
                   war ended... Your mother died
                   giving birth to you... I
                   thought... I thought you were a
                   monster... I left you on the back
                   steps of a house... I promised
                   your mother I'd make sure you were
                   safe... I should never have
                   abandoned you...

      Benjamin's dead quiet... He looks at this man, his
      father...

                                 BENJAMIN
                   My mother?

                                                                     115.



169   INT. THE BUTTON HOUSE, THE GARDEN DISTRICT - NIGHT, 1945       169

      We see Benjamin and Thomas in a hallway leading to the
      kitchen of the large house... The hallway filled with:
      photographs of the Button Family. Thomas pointing out
      relatives... Family photographs...

                               THOMAS BUTTON
                ...A great uncle, from Germany.
                      (and a group picture)
                All of the men in the family at
                the Lake House...
                      (notices the date on
                       it)
                1915, three years before you were
                born.

      A photograph of an old man sitting in a wooden deck chair
      on the dock of a lake.

                              THOMAS BUTTON (CONT'D)
                Your grandfather at the summer
                house on Lake Pontchartrain. When
                I was a boy I would love to wake
                up before anybody else and run
                down to the lake to watch the day
                begin. It was as if I was the only
                one alive.

      And they've come to a young Woman's photograph... who
      could only be Benjamin's mother. He stops...

                              THOMAS BUTTON (CONT'D)
                I fell in love with her the first
                time I saw her.
                     (beat)
                Your mother's name was Caroline
                Murphy. She was 20. She worked in
                your grandfather's kitchen...She
                was from Dublin... Her father,
                your maternal grandfather, was a
                chimney sweep... He died in the
                flu epidemic of 1900... Caroline
                came with her mother, two sisters,
                and four brothers in 1903 to live
                in New Orleans.

      They stop at the kitchen door.

                              THOMAS BUTTON (CONT'D)
                I would find reasons to go to the
                kitchen... just to look at her...


                                                       (CONTINUED)

                                                                  116.

169   CONTINUED:                                                  169

      He does just that... Looking through the round window
      into the empty kitchen... as if she was there those years
      ago... as if she was still there...

                                 THOMAS BUTTON (CONT'D)
                   The happiest day of my life was
                   April 25th, 1918 the day I married
                   your mother.

      They move along the hallway... Benjamin looking at the
      photographs... his bloodlines... After some moments:

                                 BENJAMIN
                   Why didn't you tell me?

                                 THOMAS BUTTON
                   I made a mistake.

      Benjamin looks at him.

                                 THOMAS BUTTON (CONT'D)
                   Come and take your rightful
                   place... with your family... with
                   me...

      When Benjamin doesn't say anything...

                                 THOMAS BUTTON (CONT'D)
                   We can catch up for all the lost
                   time...

      And when he still doesn't answer...

                                 THOMAS BUTTON (CONT'D)
                   I'm planning on leaving everything
                   I have to you...

      His "bribe" strikes a nerve.

                                  BENJAMIN
                   I better go.

                                 THOMAS BUTTON
                   Where are you going?

                                  BENJAMIN
                   Home.

      Benjamin turns his back and walks out.

                                                                   117.



170   INT. QUEENIE'S ROOM - NIGHT, 1946                            170

      Benjamin standing by the door, Queenie sitting up in her
      bed...

                              QUEENIE
                     (unforgiving,
                      angrily)
                He's what?! All those years he's
                creeping around here, and never
                tells us who he is?!! I thought he
                was just queer or somethin' comin'
                around here... always askin' for
                you... He left us $18 that night
                you was found... Eighteen ratty
                ass dollars and a dirty diaper...!
                Now he wants to be your father? He
                wants you to sit at his side...!
                He wants your forgiveness! I won't
                ever forgive him for any of it...
                God's the only one that can
                forgive him!
                     (finished)
                Now I got to get up early with
                Mrs. Hamilton... or she gonna
                drown...
                     (but not finished)
                ...He thinks he can just show up,
                and everything gonna be fine and
                dandy, everybody gonna be
                friends... He got another thing
                coming...

      And with that she turns over, to go back to sleep,
      Benjamin quietly leaves the room.

171   INT. THE NOLAN HOUSE - BACK STAIRS, HALLWAY - NIGHT          171

      He climbs the back stairs to his room, as if he's
      carrying a terrible burden... as he comes onto the
      hallway, Mr. Daws is sitting on a bench in the hall...
      Seeing Benjamin...

                              MR. DAWS
                Did I ever tell you I was struck
                by lightning seven different
                times. Once, I was walking my dog
                along a country road.

      And we see just that, when suddenly he's struck by
      lightning. The dog, unharmed, licking his face.



                                                     (CONTINUED)

                                                                      118.

171   CONTINUED:                                                      171

                                 MR. DAWS (CONT'D)
                   I'm blind in the one eye...I can't
                   hardly hear...I get twitches and
                   shakes out of nowhere... I lose my
                   line of thought... but you know
                   what... God, for some reason,
                   keeps on sending me a wake-up...
                   It's His way of reminding me I'm
                   lucky to be alive...
                        (a beat, sniffs the
                         air)
                   Storm's comin'.

      And   gets up and pads off into his room. Benjamin, left in
      the   hallway...He goes over to look out the window, like
      the   boy we remember looking out at the street lights...
      the   street...

172   EXT. THOMAS BUTTON'S HOUSE - MIDDLE OF THE NIGHT                172

      We see Benjamin being let in by a Butler into the
      fashionable home.

173   INT. THOMAS BUTTON'S HOUSE - MIDDLE OF THE NIGHT                173

      Benjamin in the dark hallway, quietly walking among the
      photographs of "his" family. He goes up the staircase. He
      goes to his father's room. He quietly opens the door. The
      room's dark, his father asleep. He goes to his father's
      bed. His father's frail figure.

                                 BENJAMIN
                        (whispers)
                   Thomas...

      Thomas awakens...seeing Benjamin...

174   EXT. THOMAS BUTTON'S HOUSE - MIDDLE OF THE NIGHT                174

      We see Benjamin wheeling his father in a wheelchair out
      of the house...And...

175   EXT. LAKE PONTCHARTRAIN, LOUISIANA - SUNRISE                    175

      The endless lake. And we see Mr. Button's chauffeured car
      driving along the lake.

176   EXT. THE BUTTON SUMMER HOME, LAKE PONTCHARTRAIN - SUNRISE 176

      The car's stopped at a chain across the driveway of an
      old summer home. Benjamin helps to put Thomas into his
      wheelchair. He wheels him up the long drive to the house.


                                                        (CONTINUED)

                                                                     119.

176   CONTINUED:                                                     176

      All closed up. Shuttered. There are steps that lead down
      to the lake. He starts to wheel his father down the
      steps. The steps are too steep for the wheelchair.
      Benjamin reaches, picking his father up out of the chair.
      He carries him down the steps, but that too is arduous...

      And he puts his father on his back...His father holding
      onto his son, as Benjamin carries him on his back down
      the steps to the dock. There's an old wooden deck chair.
      He helps his father sit in the chair. And as his father
      sits for the last time, watching the lake...

                                 THOMAS BUTTON
                   Thank you, Benjamin.

      Benjamin sitting at a distance behind him...Both of them
      watching the day begin...

                                 BENJAMIN BUTTON'S (V.O.)
                   You can be mad as a mad dog at the
                   way things went...You can swear,
                   curse the fates, regret everything
                   you ever did... but when it comes
                   to the end... You have to let
                   go...

      And as his father shuts his eyes, sitting in the sun.

                                 BENJAMIN BUTTON'S (V.0.) (CONT'D)
                   I buried him in the Button family
                   plot.

177   EXT. AN OLD CEMETERY, NEW ORLEANS - DAY, 1946                  177

      We see Benjamin standing at his father's gravesite in the
      family plot, with ornate headstones...

                                 BENJAMIN BUTTON'S (V.O.)
                   I had a tailor sew onto his best
                   coat -- a button for every year of
                   his life....fifty-five of them...
                   all different, pearl and silver,
                   brass and wood... in case he lost
                   one along the way...

      And as he stands at the gravesite... He hears something.
      Queenie has come to be with him...to comfort him...

                                 QUEENIE
                        (why she's here)
                   Don't you suffer alone for it.

      She takes his arm, always there for him.

                                                       (CONTINUED)

                                                                      120.

177   CONTINUED:                                                      177

                                 QUEENIE (CONT'D)
                        (looking around)
                   It's a beautiful cemetery... And
                   buried here right next to your
                   mother.

                                 BENJAMIN
                        (looks at her)
                   His wife.

      And as they stand at the gravesite...

                                 BENJAMIN BUTTON'S (V.0.)
                   I went to pay a visit to the
                   button factory.

178   INT. BUTTON FACTORY, NEW ORLEANS - DAY, 1946                    178

      We see Benjamin with an elderly woman, MS. SANDERSON,
      standing at the railing of a mezzanine above the factory
      work floor... looking down upon the workers, exclusively
      women, and exclusively white women, making buttons...The
      women, seeing him, look up, and there's a sudden hush...

                                 BENJAMIN
                   My name is Benjamin, Benjamin...
                        (for the first time)
                   Button...

      They stare up at him...

                                 BENJAMIN (CONT'D)
                   As you know, my father...

      It still sounds strange to him.

                                 BENJAMIN (CONT'D)
                   ...My father, Thomas Button...
                   recently passed...

      After a moment:

                                 BENJAMIN (CONT'D)
                   He asked that I take over the day
                   to day operation of Button's
                   Buttons.

      They silently stare up at him....

                                 BENJAMIN (CONT'D)
                   Well, I don't know the first thing
                   about buttons...and I don't know a
                   thing about business...
                                 (MORE)
                                                        (CONTINUED)

                                                                  121.

178   CONTINUED:                                                  178
                                 BENJAMIN (CONT'D)
                        (after a beat)
                   Button's Buttons has been in my
                   father's family for over 100
                   years. It could not have survived
                   without people like you. My father
                   asked me to tell you how much he
                   appreciated the hard work you put
                   in for him and his company for so
                   many years.

      Dead still... And after a moment;

                                 BENJAMIN (CONT'D)
                   I have decided that all of you --
                   his loyal employees, will have a
                   share, depending on your length of
                   employment, in the ownership of
                   this factory, his legacy.

                                 ONE OF THE WOMEN
                   We're the owners now?

                                 BENJAMIN
                   That's about it.

      They're literally dumbfounded.

                                 BENJAMIN (CONT'D)
                   Mrs. Sanderson will explain how
                   everything works and will answer
                   any of your questions...

      And with that he turns, walking away...Having "given away
      the store"... the workers in disbelief looking up at
      him...

                                 BENJAMIN BUTTON'S (V.O.)
                   And I went to New York.

179   EXT. NEW YORK CITY -- NIGHT, 1947                           179

      We see a cab pull up and Benjamin, in a nice suit,
      flowers in hand, daisies, gets out, hurrying into The
      Majestic Theater, the marquee telling us "CAROUSEL," is
      performing.

180   INT. THE MAJESTIC THEATER, NYC - NIGHT, 1947                180

      Benjamin, coming in late, being shown to his seat. And we
      see the production of Rodgers and Hammerstein's musical
      "Carousel," with Mielziner's seminal stage design, as
      choreographed by Agnes De Mille... And we see the dancer
      is Daisy...dancing with the man of her dreams, the "bad
      boy" carnival barker... while Benjamin watches her.

                                                                   122.



181   INT. BACKSTAGE, THE MAJESTIC THEATER - NYC - NIGHT, 1947     181

      We see Benjamin, flowers in hand, making his way through
      a crowded backstage corridor filled with friends and well-
      wishers giving cast members congratulations. He comes to
      the door... to the attention of a STAGEHAND...

                              BENJAMIN
                I'm a friend of Daisy's...

      The man matter-of-factly opens the door... A dressing
      room crowded with dancers changing out of their
      Costumes... He calls out...

                              THE MAN
                Daisy has company...

      We can hear Daisy's name being said...Benjamin waiting...
      He sees Daisy, in a robe, coming through the room....

                              DAISY
                Somebody's looking for me?...

      ...And she sees it's Benjamin. And rather than excited to
      see him... She's startled he's there... and not
      altogether pleased about him showing up...

                              DAISY (CONT'D)
                Benjamin... What are you doing
                here?

      And he realizes, as most of us have in one love affair or
      another, whatever his expectations may have been, his
      fantasy, is not the reality...

                              BENJAMIN
                I thought I'd come visit... spend
                some time with you if I could...

                              DAISY
                I wish you would have called...
                You caught me by surprise.

      He gives her the flowers, the daisies.

                              BENJAMIN
                I couldn't take my eyes off of
                you... you were mesmerizing...

                              DAISY
                That's so nice of you to say...
                These are lovely... Thank you...


                                                    (CONTINUED)

                                                                      123.

181   CONTINUED:                                                      181

      There's an awkward moment... and...

                                 DAISY (CONT'D)
                   I better get changed... a group of
                   us are going to a party... would
                   you like to come...?

                                 BENJAMIN
                   Somebody told me about a
                   restaurant I thought you might
                   enjoy... I made a reservation...
                   Just in case --

                                 DAISY
                        (awkwardly)
                   ...all the dancers go out together
                   after the show... You're welcome
                   to come with us... There'll be all
                   sorts of interesting people... Let
                   me get changed.

      And she runs back inside the dressing room... Benjamin
      left to stand in the hallway....

182   INT. A NEW YORK LOFT - NIGHT, 1947                              182

      A loft elevator opens depositing Benjamin and Daisy along
      with a bunch of people into a large loft... crowded with
      her friends, dancers and show people, musicians,
      predominantly young people, straight and gay, beatniks
      before there were beatniks, bohemians... Music playing...
      People pressed together, having to shout to talk...

                                 BENJAMIN BUTTON'S (V.O.)
                   And I met her friends...

                                 DAISY
                   I'll get you a drink...

      As she turns to a kitchen to get him a drink, she is
      startled as a young man, DAVID, suddenly grabs her,
      kissing her, a kiss that's not intended to be platonic...
      Daisy obviously involved with him... but embarrassed by
      the intimacy in front of Benjamin and not wanting to hurt
      his feelings... she pulls awkwardly away from him...

                                 DAISY (CONT'D)
                   This is my friend David... David
                   dances with our company too...
                   This is the man I've told you
                   about, Benjamin...

      They shake hands... Daisy, wanting to escape.

                                                        (CONTINUED)

                                                                      124.

182   CONTINUED:                                                      182

                                 DAISY (CONT'D)
                   I'll get you that drink. - -

      ...she goes into the kitchen...

                                 DAVID
                   You were her grandmother's friend
                   or something like that...?

                                 BENJAMIN
                   Something like that.

      And Daisy comes back out with a drink for him... and one
      of her own... But before she can give him his drink, a
      woman takes it from her... and starts to dance with
      her... but not with her... the way dancers do... and many
      of the dancers are dancing just because they feel like
      it... David, comes to dance with Daisy... Benjamin
      standing watching Daisy dancing with him... as only
      dancers can... in complete control of their bodies and
      yet totally uninhibited... Benjamin sees David kiss
      her... and his jealousy getting the best of him, he turns
      and leaves...

183   INT. HOSPITAL ROOM, NEW ORLEANS - MORNING, PRESENT              183

      Daisy in her turban... listening to Caroline read..

                                  DAISY
                        (whispers)
                   I knew I'd hurt you... Maybe I
                   intended to...

184   EXT. NEW YORK STREET - NIGHT, 1947                              184

      Benjamin on his way out of the apartment coming along the
      street. Daisy running after him...

                                 DAISY
                   I did what you told me to... enjoy
                   my life... I'm only going to be
                   young once... I had no idea you
                   were coming. What did you think I
                   was going to do...? You can't
                   expect me to just drop everything,
                   Benjamin... this is my life...

      And we see DAVID and a group of her dancer friends have
      come outside down the way into the street... looking for
      cabs...




                                                        (CONTINUED)

                                                                      125.

184   CONTINUED:                                                      184

                                 DAVID
                        (to Daisy)
                   There's a party downtown we're
                   going to...

                                 DAISY
                        (conflicted, to
                         Benjamin)
                   Why don't you come with us,
                   Benjamin... There'll be a lot of
                   musicians, interesting people
                   there.... You'll have a good
                   time...

                                 BENJAMIN
                   I came here to tell you I made a
                   mistake before...A day doesn't go
                   by that I don't regret it...It's
                   not the way I felt...I should have
                   never let you go...I came because
                   I hoped I could be with you...

                                 DAVID
                   Daisy, you going to come...?

      Cabs have pulled up... She's torn... between her life and
      some other life... Benjamin, recognizing her conflict...

                                 BENJAMIN
                   Do you love him?

185   INT. HOSPITAL ROOM, NEW ORLEANS - MORNING, PRESENT              185

      Daisy in bed...

                                 CAROLINE
                   Did you Mother?

      Daisy snaps back to the reality of the room... Starts to
      put the pieces together...

186   EXT. THE MANHATTAN STREET - NIGHT, 1947                         186

                                 DAISY
                   I think so. I think I do.

      We see the dancers scrambling getting into the taxis...

                                 BENJAMIN
                        (understanding)
                   Okay. Okay... I'll see you in New
                   Orleans...


                                                        (CONTINUED)

                                                                  126.

186   CONTINUED:                                                  186

      He turns to go... she's motionless, caught between the
      two worlds... And we expect her to yell after him, to
      stop him... But instead, she does what we all do in these
      moments, what feels good at the time... She runs to be
      with her friends... She gets into a taxi... The cab
      drives by him as they leave... Daisy turned to look out
      the back window... looking back at him... He waves...
      letting her go... And another chance for them is
      missed... The street's quiet. And hands in his pockets, a
      middle-aged man going on 26... he walks off into the
      night...

187   INT. HOSPITAL ROOM, NEW ORLEANS - MORNING, PRESENT          187

                                  DAISY
                         (remembers)
                   He came to tell me his father had
                   died.

                                 CAROLINE
                   You couldn't have known.

                                 DAISY
                   I was 23...I just didn't care...

      She's quiet with her thoughts... and, remembering, she
      hums to herself some distant memory of music...

                                 DAISY (CONT'D)
                   ...There are some photographs I
                   think... the zipper part of the
                   large bag...

      Caroline goes to the suitcases... she comes back with a
      manila envelope... Daisy dumps them out...and we see
      they're photographs of Daisy dancing at the height of her
      abilities...

                                 CAROLINE
                   I've never seen these... You never
                   talked about your dancing very
                   much...

      Daisy looks at the photographs...

                                 DAISY
                   I was as good as I was ever going
                   to be. For five years... I danced
                   everywhere... London, Prague,
                   Vienna, and I was the only
                   American invited to dance with the
                   Bolshoi... It was glorious...

                                                                   127.



188   EXT. MOSCOW STREET - NIGHT, 1952                             188

      And we see Daisy, five years older, her arm inside a tall
      young blond Russian dancer's, ANITOLY, crossing a snowy
      street in Moscow...

                              DAISY (V.O.)
                But Benjamin was never far from my
                thoughts...

189   INT. MOSCOW APARTMENT - NIGHT, 1952                          189

      Daisy in bed, the young Russian dancer Anitoly lying
      beside her, asleep... Daisy, looking off...

                              DAISY'S (V.0.)
                I'd find myself saying...

                              DAISY
                Goodnight, Benjamin...

190   INT. BENJAMIN'S ROOM, NOLAN HOUSE - NIGHT, 1952              190

      We see Benjamin in bed, turning off the light...

                              BENJAMIN BUTTON'S (V.0.)
                I'd find myself saying...
                     (a beat, saying)
                Goodnight, Daisy.

      And as they both lie in their beds... thinking of the
      other...

191   INT. THE HOSPITAL ROOM, NEW ORLEANS - DAY, THE PRESENT       191

                              DAISY
                What did he say?

                              CAROL
                "Life wasn't very complicated..."

192   EXT. THE BAYOU, LOUISIANA - DAY                              192

      We see Benjamin on Tizzy's old motorcycle riding along
      the backroads of the endless swamps known as the bayou -

                              BENJAMIN BUTTON'S (V.O.)
                If you want you could say I was
                looking for something...

      As he rides away...



                                                     (CONTINUED)

                                                                      128.

192   CONTINUED:                                                      192

                                 BENJAMIN BUTTON'S (V.O.) (CONT'D)
                   Life went on as usual.

193   EXT. THE NOLAN HOUSE - AN EARLY EVENING, 1954                   193

      Benjamin in work clothes on a ladder, painting some old
      window shutters... Queenie opens the window... to tell
      him...

                                 QUEENIE
                   Mrs. La Tourneau just passed away.

      Benjamin nods. Queenie shuts the window.

                                 BENJAMIN BUTTON'S (V.0.)
                   Until one day...

      A Messenger on a bicycle rides up...

                                 A WESTERN UNION MESSENGER
                   I have a telegram for Mr. Benjamin
                   Button...

                                 BENJAMIN
                   That would be me....

      He comes down the ladder. The Messenger gives him the
      telegram and getting his tip, rides off, Benjamin opens
      the telegram.

194   EXT. A STREET IN PARIS, FRANCE - DAY, 1954                      194

      We see Benjamin, carrying a suitcase, running along a
      street in Paris... looking for an address... He stops, in
      front of an old HOSPITAL... runs up the stairs...

195   INT. A HOSPITAL, PARIS, FRANCE - DAY, 1954                      195

      Benjamin crosses an old tile floor to a reception desk...
      He asks for Daisy... a Woman calls up for him...

                                  THE WOMAN
                   It will just be a minute... please
                   have a seat...

      Benjamin sits in the waiting room.

                                 BENJAMIN BUTTON'S (V.0.)
                   Sometimes we are on a collision
                   course and we just don't know
                   it... Whether it's by accident or
                   by design, there's not a thing we
                   can do about it...
                                 (MORE)
                                                        (CONTINUED)

                                                                      129.

195   CONTINUED:                                                      195
                                  BENJAMIN BUTTON'S (V.0.) (CONT'D)
                   A woman in Paris was on her way to
                   go shopping...

      AND WE WILL SEE JUST WHAT HE IS DESCRIBING...

                                 BENJAMIN BUTTON'S (V.0.) (CONT'D)
                   But she had forgotten her coat...
                   and went back to get it... And
                   when she had gotten her coat the
                   phone had rung... and so she had
                   stopped to answer it... and talked
                   for a couple of minutes...

      And we see just that,..

                                 BENJAMIN BUTTON'S (V.0.) (CONT'D)
                   And while the woman was on the
                   phone; Daisy was rehearsing for
                   that evening's performance at the
                   Paris Opera House...

      And we See Daisy, in her late twenties now, at the peak
      of her abilities, rehearsing for that evening's
      performance...

                                 BENJAMIN BUTTON'S (V.O.) (CONT'D)
                   And while she was rehearsing...
                   the woman, off the phone now...
                   had gone outside... to get a
                   taxi...

      The Woman standing in the street, hand raised, looking
      for a taxi. A Cab comes to a stop....she moves to get
      it... but somebody gets there first...the cab driving
      off... and as she waits for the next cab...

                                 BENJAMIN BUTTON'S (V.0.) (CONT'D)
                   Now a taxi driver... had dropped
                   off a fare earlier... and had
                   stopped to get a cup of coffee...

      A Taxi parked... Its Driver finishing a cup of coffee...

                                 BENJAMIN BUTTON'S (V.0.) (CONT'D)
                   And all the while Daisy was
                   rehearsing...

      And we see just that...

                                 BENJAMIN BUTTON'S (V.O.) (CONT'D)
                   And the cab driver who had dropped
                   off the earlier fare, and had
                   stopped to get the cup of
                   coffee...
                                 (MORE)
                                                       (CONTINUED)

                                                                  130.

195   CONTINUED: (2)                                              195
                              BENJAMIN BUTTON'S (V.O.) (CONT'D)
                had picked up the lady, who was
                going shopping... who had missed
                getting the earlier cab...

      We see the Woman riding in the taxi of the now familiar
      cab driver... the taxi, has to stop for a man running
      across the Street.

                              BENJAMIN BUTTON'S (V.0.) (CONT'D)
                The taxi had to stop for a man
                crossing the street who had left
                for work five minutes later than
                he normally did... because he
                forgot to set his alarm...

      We see the man sleeping... The silent alarm clock on the
      bedstand...

                              BENJAMIN BUTTON'S (V.O.) (CONT'D)
                ...While the man, late for work,
                was crossing the street... making
                the cab wait... Daisy, finished
                rehearsing, was taking a shower.

      And we see...Daisy showering,..

                              BENJAMIN BUTTON'S (V.O.) (CONT'D)
                ...While Daisy was showering; the
                taxi was waiting outside a
                Boutique for the woman to pick up
                a package... which hadn't been
                wrapped yet because the girl who
                was supposed to wrap it... had
                broken up with her boyfriend the
                night before and forgot to...

      The Girl standing outside the back of the Boutique,
      crying, brokenhearted...

                              BENJAMIN BUTTON'S (V.0.) (CONT'D)
                When the package was done being
                wrapped... The woman, who was back
                in the cab... the taxi was blocked
                by a delivery truck...

      We see the Taxi blocked by a delivery truck... the cab
      driver honking...

                              BENJAMIN BUTTON'S (V.O.) (CONT'D)
                All the while Daisy was getting
                dressed...

      Daisy getting dressed...

                                                    (CONTINUED)

                                                                   131.

195   CONTINUED: (3)                                               195

                              BENJAMIN BUTTON'S (V.0.) (CONT'D)
                The Delivery truck pulled off and
                the taxi was able to go...

      The taxi, moving off...

                              BENJAMIN BUTTON'S (V.0,) (CONT'D)
                While Daisy, the first to be
                dressed, waited for one of her
                friends who had broken a
                shoelace...

      We see her friend breaking her shoelace while tying it...

                              BENJAMIN BUTT0N'S (V.0.)
                While the taxi was stopped,
                waiting for a traffic light...

      We see just that, the taxi stopped for a light.

                               BENJAMIN BUTTON'S (V.O.)
                Daisy and her friend came out of
                the theater...

      Daisy and her friend, carrying their dance bags, coming
      down the steps out of the theater, coming along the
      street to the corner... They start to cross the street...
      Daisy, showing her friend a tight pirouette, when we see
      the Taxi, rounding the corner...

                              BENJAMIN BUTTON'S (V.0.) (CONT'D)
                And if only one thing had happened
                differently... if only the
                shoelace hadn't broken...

      And we see the shoelace not breaking...

                              BENJAMIN BUTTON'S (V.0.) (CONT'D)
                ...Or the delivery truck had moved
                moments earlier...

      The delivery truck leaving earlier...

                              BENJAMIN BUTTON'S (V.0.) (CONT'D)
                ...Or the package had been wrapped
                and ready... because the girl
                hadn't broken up with her
                boyfriend...

      The girl and boy happily kissing...




                                                     (CONTINUED)

                                                                  132.

195   CONTINUED: (4)                                              195

                              BENJAMIN BUTTON'S (V.O.) (CONT'D)
                ...Or the man had set his alarm
                and got up five minutes earlier.

      The man's alarm going off, waking him up...

                              BENJAMIN BUTTON'S (V.O.) (CONT'D)
                ...Or the taxi driver hadn't
                stopped for a cup of coffee...

      The Driver passing by the cafe...

                              BENJAMIN BUTTON'S (V.O.) (CONT'D)
                ...Or the woman had remembered her
                coat...

      The woman remembering to take her coat...

                              BENJAMIN BUTTON'S (V.O.) (CONT'D)
                ...And had gotten into an earlier
                cab...

      The woman getting into the other cab... she beats
      somebody for...

                              BENJAMIN BUTTON'S (V.O.) (CONT'D)
                Daisy and her friend would have
                crossed the street...

      Daisy and her friend crossing the street... Daisy,
      showing her friend her dance move, doing a pirouette...

                              BENJAMIN BUTTON'S (V.O.) (CONT'D)
                ...and the taxi would have driven
                by them...

      And we see the taxi turning the corner, driving safely by
      them... and becoming a ghost... of what might have
      been...

                              BENJAMIN BUTTON'S (V.0.) (CONT'D)
                But life being what it is... a
                series of intersecting lives and
                incidents... Out of anyone's
                control... the taxi did not go
                by... and the driver momentarily
                was distracted...

      The Driver wipes cigarette ash from his shirt front
      momentarily looking down...




                                                    (CONTINUED)

                                                                    133.

195   CONTINUED: (5)                                                195

                              BENJAMIN BUTTON'S (V.O.) (CONT'D)
                And he didn't see Daisy crossing
                the street...

      Daisy and her friend crossing the Street, Daisy doing the
      Pirouette...

                              BENJAMIN BUTTON'S (V.O.) (CONT'D)
                ...and that taxi hit Daisy...

      And we see just that... Daisy being slammed into by the
      taxi... thrown a distance... lying crumpled in the
      Street...

196   INT. A HOSPITAL ROOM, PARIS, FRANCE - DAY, 1954               196

      We see Benjamin coming into the hospital room in
      France...Daisy, fully immobilized, lying in a hospital
      bed...

                              BENJAMIN BUTTON'S (V.O.)
                And her leg was crushed...

      She's still, her eyes closed. Sensing him, she stirs. And
      then she sees him.

                              BENJAMIN
                Hello, Daisy...

                                DAISY
                Who told you?

                              BENJAMIN
                Your friend wired me.

                               DAISY
                That was very kind of you... to
                come all the way here, to see that
                I was alright.

                              BENJAMIN
                You would have done the same for
                me...

      And her first reaction, to how young he is...

                              DAISY
                My God, look at you. You're
                perfect....

      Which she isn't... She's quiet, and she suddenly says:



                                                      (CONTINUED)

                                                                      134.

196   CONTINUED:                                                      196

                                 DAISY (CONT'D)
                   I wish you hadn't. I wish you
                   hadn't come here.

      He's dead still.

                                 DAISY (CONT'D)
                   I don't want you to see me like
                   this...

      She turns over... as if she didn't see him he wouldn't be
      there... Before he can say anything... A Nurse comes in
      saying something in French... She pulls the curtains
      around the bed... Benjamin waits...

                                 BENJAMIN BUTTON'S (V.O.)
                   Her leg had been broken in five
                   places.... and with therapy, and
                   time, she might be able to
                   stand...maybe even walk...

      The Nurse leaves... Benjamin comes into the circle of
      curtains... It's reminiscent of when they sat under the
      table... the sheets over them... in their private
      world... But this time she lays in the hospital bed her
      back to him...

                                 BENJAMIN
                   I'll get a room... and once you
                   can leave you'll come home with me
                   to New Orleans. Where you can be
                   with people who love you.

      She suddenly turns...

                                 DAISY
                   What home? Who's we? I'm not going
                   back to New Orleans. New Orleans
                   is your home... I don't have a
                   home... I haven't been home for
                   five years... I'm not going
                   anywhere with you...

                                 BENJAMIN
                   Alright, I'll stay here in
                   Paris... I'll help you with
                   anything you need...

                                 DAISY
                   Benjamin...! I know I'm feeling
                   sorry for myself... But it wasn't
                   supposed to be like this...
                                 (MORE)

                                                        (CONTINUED)

                                                                 135.

196    CONTINUED: (2)                                            196
                               DAISY (CONT'D)
                 Do you understand, I don't want to
                 be with you... I tried to tell you
                 that in New York... You just don't
                 listen...

                               BENJAMIN
                 You'll change your mind.

                               DAISY
                 We're not little children playing
                 under the table... Remember, when
                 you came to New York. You didn't
                 belong there. I didn't want to be
                 with you then, I don't want to be
                 with you now! I want you to leave!
                 I'm not going anywhere with you! I
                 want you to stay out of my life!

       And she turns away from him again...It's dead still...
       and we look at her staring at the curtains... And after
       some moments she turns back to look at Benjamin... And
       there are just the curtains billowing in the breeze...
       Benjamin is gone...

197    INT. THE HOSPITAL ROOM, NEW ORLEANS - DAY, PRESENT        197

                               DAISY
                 I was awfully cruel. He didn't
                 understand. I couldn't have him
                 see me that way...

       She waits for Benjamin's response...

                               CAROLINE
                      (reading)
                 "I didn't leave right away..."

                                 DAISY
                        (reacting)
                 No?

                               BENJAMIN BUTTON'S (V.O.)
                 "I stayed in Paris for awhile,
                 just to look out for her..."

197A   EXT. PARIS - DAY                                          197A

       Benjamin in Paris...

197B   INT. THE HOSPITAL ROOM, NEW ORLEANS - DAY, PRESENT        197B

                               DAISY
                 I never knew that.

                                                                  135A.



197C   EXT. PARIS - DAY                                           197C

       Benjamin in Paris, "watching over her."

197D   INT. THE HOSPITAL ROOM, NEW ORLEANS - DAY, PRESENT         197D

       Daisy in bed...She winces with pain... her breathing
       becoming ragged...

                               CAROLINE
                 I'll get the nurse...

       She goes into the hall... Daisy left to deal with the
       remnants of her mortality... The Nurse coming into the
       room... Caroline behind her... times her pulse.

                               THE NURSE
                 Let's get you comfortable.

       She raises the morphine level...straightens her
       covers...she stops before she leaves...motions to
       Caroline...Caroline going over to her.

                               THE NURSE (CONT'D)
                 Pulse rate's slowing...She's
                 getting less oxygen...You'll
                 notice her struggle to
                 breathe...Will you be alright?

       Caroline nods...The Nurse gives her a compassionate look
       and leaves...Caroline stands, her arms protectively
       across her chest, watching her mother...Daisy hums the
       particular ragtime song that Benjamin would play on the
       piano...She opens her eyes, as if not completely sure
       where she is...telling Caroline...

                               DAISY
                 Every morning Monsieur Foley
                 leaves eggs and bread and mil,.
                 There's a cafe across the street.
                 People sitting and drinking and
                 talking... I lay on my bed
                 thinking about the rest of my
                 life... about people... about
                 home... until I fall asleep.

       She looks at Caroline as if to say, "What happened to
       him...?"




                                                     (CONTINUED)

                                                                      136.

197D   CONTINUED:                                                 197D

                                  CAROLINE
                         (reading)
                    He said, "I went back..." But then
                    there are a whole lot of pages
                    torn out...

       She looks at a loose piece of paper...

                                  CAROLINE (CONT'D)
                    "...I listened to the sound of the
                    house..." I think I already read
                    that...
                         (looking)
                    The next thing he wrote... he
                    spilled something on it... It's
                    hard to read... Something about
                    "sailing." Does that make sense?

                                  DAISY
                         (in her own reality)
                    A man would go up and clean it.
                    Try and fix what was broken.

198    INT. THE TRAIN STATION, NEW ORLEANS- DAY, 1960                 198

       A man up on the clock doing just that. Closing its face.
       The cherubic angels pushing the hands on its way
       backwards... "1960."

199    EXT. LAKE PONTCHARTRAIN, LOUISIANA - ANOTHER DAY, 1960         199

       We see a SAILBOAT out on the lake...

                                  BENJAMIN BUTTON'S
                    I learned to sail on an old boat
                    of my father's from the Lake
                    House...

       And we see Benjamin, the wind in his hair, sailing an old
       sailboat... And the change in his appearance is
       startling... His hair is without a trace of gray... His
       face with barely a wrinkle, chiseled...He is a healthy
       man in his 40s now...

                                  BENJAMIN BUTTON'S (V.O.) (CONT'D)
                    I can't lie, I did enjoy the
                    company of a woman or two...

                                                                   137.



200    EXT. A NEW ORLEANS RESTAURANT - NIGHT                       200

       Benjamin and a Woman standing on the sidewalk outside a
       restaurant, in the middle of an ardent kiss... As a taxi
       pulls up...

200A   EXT. A NEW ORLEANS HOUSE - DAYBREAK                         200A

       Benjamin at the door kissing another Woman
       goodbye...going home

200B   INT. BENJAMIN'S ROOM, NOLAN HOUSE - EARLY ANOTHER           200B
       MORNING, 1960

       Benjamin's door opening...Another Woman, disheveled,
       coming out of his room...

                               BENJAMIN BUTTON'S (V.0.)
                 ...Or maybe three...

       Benjamin seeing her to the stairs...And as she starts
       down the stairs to leave...we see a cluster of old
       people, ready for the day, looking up at them...the woman
       making her way awkwardly down the stairs and out the
       door...Benjamin gives a little self conscious wave to the
       old timers and starts back into his room...He slows at a
       second story hallway window...looking outside at the
       walkway...the familiar street beyond...If we didn't know
       any better he seems to be waiting for someone to come
       home

                               BENJAMIN BUTTON'S (V.0.) (CONT'D)
                 And in the spring of 1962...

201    EXT. THE STREET, BY NOLAN HOUSE - END OF THE DAY, 1962      201

       We see Benjamin riding the old motorcycle along the
       street on his way home... leaves the motorcycle out in
       front...

202    EXT. THE NOLAN HOUSE - END OF THE DAY, 1962                 202

       He comes to the gate, opening it, coming into the yard,
       shutting the gate behind him, going up the walkway. An
       Old Man is on the porch, quietly rocking. And Queenie,
       for some reason is standing just outside the front door
       on the porch... an apron in her hands... She nods to
       Benjamin... talking to the Old Man in the rocking
       chair... but she seems to be watching Benjamin, as he
       walks around the house -- to the back door. He takes off
       his dirty work boots, leaves them on the porch.



                                                     (CONTINUED)

                                                                        138.

202   CONTINUED:                                                        202

      He hops the back steps, and starts to open the kitchen
      door, when it opens... And DAISY, now 36, but still with
      her unmistakable blue eyes, is standing before him...

                                    BENJAMIN BUTTON'S (V.O.)
                   She came back.

      They look at each other in silence...and they simply
      smile, so glad to see each other after all the missing
      years... They embrace...for some time... and kiss... As
      people who haven't seen each other, and have thought
      about each other... for a very long time... And it just
      is...no big symphonies, no endless skies...just, two
      people at a kitchen door in the middle of their lives...
      and the simplicity, just that, is what makes it real and
      breaks your heart.

203   INT. THE KITCHEN, NOLAN HOUSE - THAT NIGHT, 1962                  203

      A radio plays... they sit at the kitchen table, eating
      dinner... the conversation muted... They don't know
      really where to begin, where did they leave oft...so they
      don't begin until they can....

                                 DAISY
                   Don't you want to know where I've
                   been?

                                 BENJAMIN
                   No. I don't care where you've been
                   -- I'm just happy you're back.

      And we see Queenie has come into the kitchen... in her
      nightgown now...

                                  QUEENIE
                         (pure Queenie)
                   How come you didn't write or
                   nothin'? Just disappearing like
                   that?

                                 DAISY
                   It was what I needed to do for
                   myself.

                                 QUEENIE
                   I never took you to be selfish. I
                   hope I'm not wrong. I'm not
                   usually wrong about people.

      And Queenie leaves the kitchen...

                                 DAISY
                   She's still taking care of you.
                                                          (CONTINUED)

                                                                   139.

203   CONTINUED:                                                   203

      Benjamin slightly smiles. They look at each other.

                                 DAISY (CONT'D)
                   You're not talking. You haven't
                   said more than two words to me.

                                 BENJAMIN
                   I don't want to ruin it...

      And they sit quietly in the kitchen, looking at each
      other, silently eating...

204   INT. BACK STAIRWAY - NOLAN HOUSE - THAT NIGHT, 1962          204

      Benjamin carries her bags upstairs. They reach the third
      floor.

205   INT. HALLWAY, NOLAN HOUSE - 3RD FLOOR - THAT NIGHT, 1962     205

      All the years seem to surround them. They walk along the
      corridor to Daisy's room. What was her grandmother's
      room. She opens the door.

206   INT. THE BEDROOM, NOLAN HOUSE - THAT NIGHT, 1962             206

      He sets her bags down. Queenie despite her reservations
      has left some clean towels on the bed for her... There's
      an inept quiet. The two of them with nothing left to
      say... And they listen to the quiet... The house with its
      symphony of night noises...

                                    BENJAMIN
                   Goodnight.

      He is just at the door... when she says...

                                    DAISY
                   Sleep with me.

                                    BENJAMIN
                   Are you sure?

                                    DAISY
                   Yes.

      He turns to her. They look at each other. And they kiss,
      A kiss that has waited for thirty years. A kiss that has
      waited a lifetime. And yes, there is passion... and
      need... but most particularly, the awkwardness of people
      discovering each other for the first time... While he
      gently, tenderly, kisses her, undresses her..



                                                     (CONTINUED)

                                                                     140.

206   CONTINUED:                                                     206

                                 DAISY (CONT'D)
                   Are you sure you don't want to
                   know?...

      While they kiss and caress each other.

                                 DAISY (CONT'D)
                   I lived in Lyon...

      Benjamin and Daisy undressing one another, touching,
      kissing...

                                 DAISY (CONT'D)
                   ...I learned to walk again

      Daisy and Benjamin, naked, passionately kissing...

                                 DAISY (CONT'D)
                   ...I worked in a flower shop...

      They lay on the bed, kissing, caressing...

                                 DAISY (CONT'D)
                   ...I went to American movies a
                   lot.

      They kiss more and more passionately...And Benjamin about
      to make love to her hesitates...

                                 DAISY (CONT'D)
                   You won't hurt me...

      He kisses her scarred crooked leg. Kisses her body.     And
      as they make love in the old bedroom...

                                 BENJAMIN BUTTON'S (V.0.)
                   I asked her to come with me...

      What follows feels like a HOME MOVIE...without any sound.

207   EXT. THE FLORIDA GULF COAST - ANOTHER DAY, 1963                207

      And we see the small sailboat out on the gulf coast...

                                 BENJAMIN SUTTON'S (V.0,)
                   We sailed into the Gulf... along
                   the Florida coast...

208   EXT. THE FLORIDA COAST, A COVE - DAY, 1963                     208

      Daisy and Benjamin on the sailboat at a cove on the
      Florida coast. They watch a ROCKET, soaring into space
      from Cape Caniveral.

                                                       (CONTINUED)

                                                                     141.

208   CONTINUED:                                                     208

      As they watch it roar overhead, Benjamin marvels at its
      power...leaving its trail across the sky...Daisy, not so
      much interested, taking his arm, taking him back down
      below...

209   EXT. THE CARIBBEAN, ANOTHER COVE - DAY, 1963                   209

      Daisy washing her hair off the side of the boat.

210   EXT. THE CARIBBEAN, ANOTHER COVE - NIGHT                       210

      The boat anchored. Benjamin and Daisy sitting on the
      deck having a picnic with just a single lamp for light.

211   EXT. THE CARIBBEAN, ANOTHER COVE - NIGHT, 1963                 211

      The boat in still another cove. Daisy and Benjamin in
      the water. Just their eyes above the dark water looking
      only at each other.

212   EXT. THE BOAT - CARIBBEAN -    NIGHT, 1963                     212

      Under millions of stars. Benjamin and Daisy making love
      on a blanket on the deck...

213   EXT. THE CARIBBEAN, AN ISLAND BEACH - DAY, 1963                213

      Benjamin and Daisy asleep on a secluded beach.

214   EXT. THE CARIBBEAN - ANOTHER DAY, 1963                         214

      The boat out on the water, Daisy sitting on the deck, the
      wind in her hair... Benjamin at the wheel...threatening
      clouds on the horizon...

                                 DAISY'S (V.0.)
                   I'm so glad we didn't find one
                   another when I was 26... I'm glad
                   we missed...

                                 BENJAMIN'S (V.0.)
                   Why do you say that?

                                 DAISY'S (V.0.)
                   It wasn't right...

215   INT. A CARIBBEAN HOTEL, BAR - DAY, 1963                        215

      A small Caribbean hotel. We see Benjamin and Daisy
      sitting at a table drinking, talking in a nearly empty
      bar... wind and rain lashing the hotel... waiting out a
      tropical storm...


                                                       (CONTINUED)

                                                                      142.

215   CONTINUED:                                                      215

                                 DAISY
                   We wouldn't have this... We
                   wouldn't be here... It happened
                   when it was supposed to happen...

      They look at each other...

                                 BENJAMIN
                   Relationships have a time and a
                   place.

                                 DAISY
                   Don't say that.

                                 BENJAMIN
                   What I mean is... You don't
                   usually get more than one chance.
                   If you miss it, it's too late...
                   and it's gone... We're lucky... we
                   had more than one chance.

                                 DAISY
                        (laughs)
                   That's easy for you to say...
                   You'll have plenty of chances.

      She tenderly touches his hand... They look at each
      other... And dedicating herself...

                                 DAISY (CONT'D)
                   I'm going to enjoy every moment I
                   have with you...

      The waiter's come over.

                                 BENJAMIN
                   Have you ever had a Sazerac with
                   whiskey not brandy?

                                 DAISY'S
                        (smiles)
                   I'm with you, aren't I?   I'll try
                   anything.

      And the wind changes direction, the rain coming in
      through the open windows of the bar, getting them wet...
      people run for cover...

                                 DAISY
                   Bet I can stay out here longer
                   than you can.



                                                        (CONTINUED)

                                                                   143.

215   CONTINUED: (2)                                               215

                                 BENJAMIN
                Bet you can't.

      And as they both sit doggedly in the rain...

216   INT. HOTEL ROOM, THE CARIBBEAN HOTEL - NIGHT, 1963           216

      A white hotel room... The storm shutters closed... The
      wind and the rain banging at the shutters... Daisy and
      Benjamin lying together on a bed out of the storm... She
      touches his face as if for the first time...

                              DAISY
                You barely have a line, a crease,
                or a wrinkle... Everyday I have
                more wrinkles you have less...

      He touches her face.

                              BENJAMIN
                I love your wrinkles.

                              DAISY
                What does it feel like growing
                younger?

                              BENJAMIN
                I don't know... I'm always looking
                out of my own eyes...

      They're quiet, just the sound of the rain and the
      chattering shutters... She lays closer to him...
      warmly... She smiles...

                              DAISY
                Will you still love me when I
                can't stand straight... when my
                skin grows old and spotted...

      Benjamin laughs.

                              DAISY (CONT'D)
                Will you still love me when my
                step gets slow... when I sleep too
                much... when you have to push me
                in a chair...

      And his answer is...

                              BENJAMIN
                Will you still love me when I have
                pimples. When I think it's funny
                to make fart noises...

                                                     (CONTINUED)

                                                                  144.

216   CONTINUED:                                                  216

      She laughs...

                                 BENJAMIN (CONT'D)
                   Will you still love me when I
                   think all girls have cooties...
                   Will you still love me when I wet
                   my bed at night... Will you still
                   love me when I'm afraid of things
                   that aren't real...

      They hold each other... And Benjamin says... from what
      he's seen...

                                 BENJAMIN (CONT'D)
                   Nothing lasts...

                                 DAISY
                   Maybe some things last...

                                 BENJAMIN
                   I've never seen anything not come
                   to an end...

                                 DAISY
                   Maybe it's something you can't
                   see...

      And a shutter slams open... the rain and the wind coming
      into the room... Benjamin gets up to close it... He comes
      back into bed... And Daisy, suddenly afraid...

                                 DAISY (CONT'D)
                   I'm cold, Benjamin...

      And as he holds her in the white room with the wind and
      the rain trying to get in, banging on the shutters...

217   INT. HOTEL ROOM, CARIBBEAN HOTEL - LATER THAT NIGHT, 1963 217

      The storm's died down... Benjamin and Daisy falling
      asleep...

                                 BENJAMIN BUTTON'S (V.O.)
                   And you said...

                                 DAISY
                   Goodnight, Benjamin.

                                   BENJAMIN BUTTON'S (V.0.)
                   And I said...

                                 BENJAMIN
                   Goodnight, Daisy...

                                                                  145.



218   INT. HOSPITAL ROOM, NEW ORLEANS - DAY, THE PRESENT          218

                              DAISY
                     (that she's stopped)
                Caroline?

                              CAROLINE
                     (after a beat,
                      slightly confused)
                I don't understand. When did you
                meet Dad?

                              DAISY
                Dear Robert... some time after
                that...

                              CAROLINE
                Did you ever tell him about this
                Benjamin?

                              DAISY
                He knew enough. He loved me as I
                was. I loved him for who he was.
                What more was needed?

      She trails off... she's quiet... and wanting to know
      what's next, reading on...

                              CAROLINE
                "That night, in the Caribbean I
                had a visitor..."

219   INT. HOTEL ROOM, CARIBBEAN HOTEL - MIDDLE OF NIGHT, 1963    219

      Benjamin and Daisy sleeping... the shutters quietly
      talking on a breeze... when one of the shutters SLAMS
      open as if somebody's come in... Benjamin wakes up... And
      he literally sees QUEENIE is sitting on the side of the
      bed beside him...

                              QUEENIE
                I wanted to tell you I love you
                and your mama's gone...

      And she bends, sweetly kissing him...

      And Benjamin rolls over... His eyes come open... Daisy
      sensing he's awake, awakening, murmurs...




                                                    (CONTINUED)

                                                                  146.

219   CONTINUED:                                                  219

                                 DAISY
                   Is anything wrong?

                                 BENJAMIN
                   Queenie came to tell me she loved
                   me... and that my mother was gone.

                                 DAISY
                   ...go back to sleep...

      As she caresses him... falling back to sleep... the
      shutters talking...

220   EXT. THE NOLAN HOUSE, NEW ORLEANS - ANOTHER DAY, 1963       220

      We see Daisy and Benjamin, with their few belongings,
      returning home... They go up the walkway... Benjamin
      trots up the steps, opens the screen door and goes
      inside...

221   INT. THE NOLAN HOUSE, NEW ORLEANS - ANOTHER DAY, 1963       221

      Benjamin comes inside... Daisy's just behind him... The
      front room is empty... The house still...

                                 BENJAMIN
                        (calls)
                   Hello... Queenie... we're back...

      He looks into the parlor... The piano... He goes down a
      hallway into the kitchen...

                                  BENJAMIN (CONT'D)
                   Queenie...?   Mama?

      Nobody... He goes down the hall looking in Queenie's
      small room under the stairs... Nobody's there... He moves
      back into the front room... calling...

                                 BENJAMIN (CONT'D)
                   Hello... Anybody here?

      When finally an old Woman, who's been sleeping, comes out
      of her bedroom...

                                 BENJAMIN (CONT'D)
                   It's Benjamin, Mrs. Carter...
                   Where is everybody?

                                 THE OLD WOMAN
                   Benjamin... your mother died.

                                                                   147.



222   INT. A BLACK BAPTIST CHURCH, NEW ORLEANS - DAY, 1963         222

      The church crowded... And we see Benjamin and Daisy
      coming in the back as the service is ending... They are
      the only white people there. Benjamin walks to the open
      casket... standing by his mother's side as the choir
      sings a Hallelujah chorus...

                              BENJAMIN BUTTON'S (V.O.)
                We buried her beside her beloved
                Mr. Weathers...

223   EXT. AN OLD NEW ORLEANS CEMETERY - DAY, 1963                 223

      A predominantly African-American cemetery... overgrown
      and old... The mourners, almost all of them old white
      people, standing at Queenie's gravesite alongside her
      beloved Mr. Weathers. We see Queenie's daughter among
      the mourners... in her early 30s herself now... And
      Benjamin, standing over his mother's grave... saying his
      goodbyes...

                              BENJAMIN
                We are meant to lose the people we
                love. It's how we know how
                important they are to us.

                              BENJAMIN'S (V.O.)
                And so we could have memories of
                our own I sold my Father's house
                on Blaine Street...

224   EXT. THE BUTTON HOUSE, GARDEN DISTRICT - DAY, 1963           224

      The old house, in a now decaying New Orleans
      neighborhood... but despite the faltering area, the house
      retains a dignity of its own...

225   INT. THE BUTTON HOUSE - ANOTHER DAY, 1963                    225

      We see a young pregnant Woman, a renter, being shown by
      Benjamin along with a Real Estate Agent, around the old
      house.

                              THE WOMAN
                ...It's such a lovely place... You
                must have a lot of fond memories.
                It must be hard for you to give it
                up.

      Benjamin doesn't say anything. There's a knock on the
      door. Benjamin opens it, to let an OLDER MAN in... quite
      a bit older...

                                                     (CONTINUED)

                                                                148.

225   CONTINUED:                                                225

                                 THE MAN
                   Is Mrs. Williamson here yet... I'm
                   sorry to be late...

      And he sees his wife... pleased to see her... hugging
      her... tenderly kissing her... and their age difference
      readily obvious... Benjamin acutely aware of it...

                                 THE WOMAN
                   It's a wonderful old place,
                   darling... I think we will be so
                   happy here...

      They go into the hallway lined with the family
      photographs... She's taken by them...

                                 THE WOMAN (CONT'D)
                   Oh, what a long family history you
                   have...

                                 BENJAMIN
                   They come with the house...

                                 BENJAMIN BUTTON'S (V.0.)
                   And we bought a house of our
                   own...

226   EXT. A SUBURBAN TOWNHOUSE, NEW ORLEANS - DAY, 1963        226

      Benjamin and Daisy sitting on the front steps of a
      suburban New Orleans townhouse, a small screened front
      porch with a tree in front...

227   INT. HOSPITAL ROOM, NEW ORLEANS - DAY, PRESENT            227

                                 DAISY
                        (murmurs)
                   I loved that house... it smelled
                   like firewood... The chimney
                   leaked smoke... We didn't care...
                   Oh don't stop dear... don't
                   stop...

      She closes her eyes...

                                  CAROLINE'S VOICE (OVER)
                   "It was one of the happiest times
                   of my life..."

                                  BENJAMIN BUTTON'S (V.O.)
                   We had no furniture to speak of...
                   we would have picnics in the
                   living room...

                                                                    149.



228   INT. THE SUBURBAN TOWNHOUSE, NEW ORLEANS - DAY, 1963          228

      Benjamin and Daisy having a picnic on the virtually empty
      living room floor.

                              BENJAMIN BUTTON'S (V.0,)
                We slept on a mattress...

229   INT. BEDROOM, SUBURBAN TOWNHOUSE, NEW ORLEANS DAY, 1963       229

      We see Benjamin and Daisy sleeping on a mattress on the
      floor in the bedroom...

                              BENJAMIN BUTTON'S (V.O.)
                We vowed never to go to bed or
                wake up at the same time. We
                lived on that mattress...

      And we see just that, a short film of two people who
      can't get enough of each other living on a mattress...
      Daisy and Benjamin at various times, while they are
      either sleeping, or talking, or eating, or reading, or
      making love, ON THE MATTRESS ON THE FLOOR...

                              BENJAMIN BUTTON'S (V.O.) (CONT'D)
                Our neighbor, Mrs. Van Dam was a
                physical therapist...

230   INT. PORCH, SUBURBAN TOWNHOUSE, NEW ORLEANS - DAY, 1953       230

      We see Daisy in the screened-in front porch, exercising
      her leg under the supervision of an older woman... MRS.
      VAN DAM...

                              BENJAMIN BUTTON'S (V.0.)
                We lived four blocks from a public
                pool...

231   INT. A PUBLIC SWIMMING POOL, YWCA - DAY, 1963                 231

      We see Daisy in a bathing suit, resting from swimming,
      holding on to the side of the pool, watching a young,
      well conditioned girl, 18, with nothing but her life
      ahead of her, completely in tune with her body, swimming
      laps... And as it comes to all of us, painfully aware of
      the years passing, her own physical mortality, she starts
      to cry... And we see that Benjamin, come to meet her, is
      standing above her.

                              BENJAMIN
                You're crying...



                                                      (CONTINUED)

                                                                      150.

231   CONTINUED:                                                      231

                                 DAISY
                   It's just the chlorine...

      Looking at the young girl... looking at her...
      understanding...

                                 BENJAMIN
                   You chose something to do...
                   something so special... so
                   unique... there was such a short
                   period of time that you could do
                   it... Even if nothing had happened
                   ... Sooner or later you would be
                   in the same place you are now...

      She's quiet... she knows what he's saying is true...

                                 DAISY
                   I don't like getting old.

232   EXT. LAKE PONTCHARTRAIN, LOUISIANA - DAYBREAK, 1964             232

      Benjamin, Daisy holding onto him, riding the old
      motorcycle along the lake...

233   EXT. THE DOCK AT THE LAKE - DAYBREAK, 1964                      233

      Daisy sits in the familiar deck chair his father had sat
      in looking out at the lake... Benjamin brings her a cup
      of coffee... He sits on the deck on his heels beside
      her...

                                 DAISY
                   I promise you, I'll never lose
                   myself to self-pity again...

      And as they watch the day begin...

                                 BENJAMIN BUTTON'S (V.O.)
                   And I think, right there and then,
                   she realized none of us is perfect
                   forever.

234   INT. THE HOSPITAL ROOM, NEW ORLEANS - DAY, THE PRESENT          234

      The window has started to rattle again... the wind
      knocking.

                                 CAROLINE
                   I thought the wind had shifted
                   away...



                                                        (CONTINUED)

                                                                     151.

234   CONTINUED:                                                     234

      Daisy doesn't say anything, lying still, staring off...
      her breathing shallow, laboring...

                                 CAROLINE (CONT'D)
                   Mother?

                                 DAISY
                        (agitated)
                   I don't remember if I turned the
                   lights off. Did I leave the
                   heater on?

      The Nurse, on her way by, seeing her distress... coming
      in...

                                 THE NURSE
                   Let's get you comfortable...

      She gently covers her... Daisy quietly lies back...

                                 THE NURSE (CONT'D)
                   She's getting ready to leave...

      She looks at Caroline and turns and leaves the room.
      Caroline quietly looks at her mother. Their eyes meet.

                                 DAISY
                   You have the most beautiful eyes.

      Caroline reaches to hold her thin hand. Daisy says
      something to herself. Caroline looks at her...she looks
      down at the book...

                                 CAROLINE
                   He said, "She found peace."

                                 DAISY
                        (says to herself)
                   Peace.

235   INT. A DANCE STUDIO, NEW ORLEANS - DAY, 1967                   235

      A small dance studio... a scratchy phonograph record
      playing music... young girls learning how to dance...

                                 BENJAMIN BUTTON'S (V.O.)
                   She opened a dance studio...

      And we see Daisy, in a long skirt over a long sleeved
      leotard... wearing slippers...




                                                       (CONTINUED)

                                                                      152.

235   CONTINUED:                                                      235

      The first time we've seen her dressed like this in many a
      year... happily teaching young girls how to dance...

236   INT. DANCE STUDIO, NEW ORLEANS - NIGHT, 1967                    236

      We see Daisy alone... cleaning up... music playing on the
      record player... and for a brief moment she stops, and
      dances... the smallest, most tentative of steps... she
      sees in the studio's mirrors Benjamin's been silently
      watching her...

                                 BENJAMIN
                   You're still beautiful to watch...

      She looks at herself in the dance mirror... just what
      happens...

                                 DAISY
                   Dancing is all about the line...
                   the line of your body...after
                   awhile... you lose the line... and
                   you can never get it back...

      They look at each other in the mirror...

                                 DAISY (CONT'D)
                   I figured out if you were born in
                   1918... 49 years ago... I'm 43...
                   we're almost the same age... In
                   three years we'll meet in the
                   middle...

      And what she doesn't say, what they both know, is she's
      going one way and he's going the other...Benjamin
      affectionately...

                                 BENJAMIN
                        (smiles)
                   We finally caught up to each
                   other...

      She smiles, starts to turn...

                                 BENJAMIN (CONT'D)
                   Stay just like that... I want to
                   remember what we look like right
                   now.

      They stay like that for a moment longer... She turns to
      get her things... She shuts off the lights... She takes
      his arm...



                                                        (CONTINUED)

                                                                      153.

236   CONTINUED:                                                      236

                                 DAISY
                   I thought I was far too old... I'm
                   pregnant...

      He stops... They look at each other, she smiles, nodding
      "yes," it's true. And deeply moved he takes her in his
      arms... grateful...touching her face... holding her...

237   INT. HOSPITAL ROOM, NEW ORLEANS - MORNING, PRESENT              237

                                 CAROLINE
                        (stopped)
                   You were pregnant? You never said
                   anything, did you? I mean, what
                   happened to the child?

                                 DAISY
                        (wistful)
                   The child...

      We're not sure what more she is about to say, her
      breathing rasps... she's having some difficulty
      breathing...


                                 CAROLINE
                        (getting up)
                   They said if you needed oxygen...

                                 DAISY
                   I want to breathe on my own...
                   Please...(and) sit down, my
                   darling...

      Caroline respects her wishes...

                                 DAISY (CONT'D)
                        (wanting her to
                         continue)
                   I'm pregnant.

      And Caroline wanting to know what happened herself...

                                 CAROLINE
                   "She flourished..."

                                 DAISY
                        (eyes closed,
                         murmurs)
                   Hmmm...




                                                        (CONTINUED)

                                                            153A.

237   CONTINUED:                                            237

                                 BENJAMIN BUTTON'S (V.0.)
                   "She was happier than I had ever
                   seen her..."

238   INT. A NEW ORLEANS STREET CAR -- DAY, 1967             238

      Benjamin and Daisy riding a street car, talking...

                                 DAISY
                   I thought I heard the nurse slip,
                   and say "he..."

      As they ride Benjamin looks over watching a father
      sitting with his child... Daisy notices his look...

                                                                     154.



239   EXT. A NEW ORLEANS DINER - LATE AT NIGHT, 1967                 239

      Benjamin and Daisy sitting at the window at one of the
      booths...

240   INT. SAME NEW ORLEANS DINER - LATE AT NIGHT, 1967              240

      Daisy with a hot Fudge sundae and a tuna sandwich...
      Benjamin just some coffee... They're quiet... And Daisy
      says...

                              DAISY
                I know you're afraid.

                              BENJAMIN
                I'm not hiding it.

                               DAISY
                Okay.   What's your worst fear?

                              BENJAMIN
                What if it has...what if its like
                me?...

                              DAISY
                Then we'll love it all the more...

                              BENJAMIN
                I want to be father... not a
                little brother... I don't want to
                be picked up from elementary
                school by my kid... I don't want
                anyone babysitting me...

                              DAISY
                I'm going to make this work...
                This is what I want, and I want it
                with you...

                              BENJAMIN
                You know, there's nothing I
                wouldn't do for you...

                              DAISY
                Would you tell a blind man he
                can't have children? You will be
                a father for as long as you can.
                I know the consequences. I
                accepted that. Your love, loving
                you, is worth everything to me.
                     (laughs)
                For the fiftieth time today I've
                got to go pee...

                                                       (CONTINUED)

                                                                      155.

240   CONTINUED:                                                      240

      He smiles... She gets up and goes to the restroom. He
      sits with his thoughts... and he notices a television's
      on... a news report... something catches his eye...
      someone swimming? He gets up moving to the television...
      where he hears...

                                 A MAN'S VOICE (V.O.)
                        (on television)
                   The oldest woman to ever swim the
                   English Channel arrived in Calais
                   today... having made the swim in
                   thirty-four hours, twenty-two
                   minutes and fourteen seconds...
                   the sixty-eight year old
                   Englishwoman, Elizabeth Abbott...

      And we see dear ELIZABETH ABBOTT, coming out of the
      water, completing the English Channel swim.

                                 ELIZABETH ABBOTT
                        (on television)
                   Anything's possible.

      And as she smiles, after a lifetime of waiting,
      triumphant... And Benjamin smiles for her, and for
      himself, too... where anything is possible... Daisy's
      come beside him...

                                 DAISY
                   Ready?

                                 BENJAMIN
                   Yes.

      He leaves some money. He takes her arm... and as they go
      outside, moving along the street...

                                 BENJAMIN BUTTON'S (V.O.)
                   On a day like any other in the
                   spring...

241   INT. THEIR BEDROOM, SUBURBAN TOWNHOUSE - MORNING, 1968          241

      We see Benjamin in the bedroom, putting on a shirt...
      getting dressed... And there's the sound of something
      falling... and then...

                                 DAISY (O.S.)
                   Benjamin...

      And he runs out of the room... to see Daisy, fallen,
      sitting on the stairs...


                                                        (CONTINUED)

                                                                        156.

241   CONTINUED:                                                        241

      a glass of milk spilled on the carpet... and blood on her
      nightdress... he runs to a phone...

                                 BENJAMIN
                   Get me an ambulance... My wife is
                   seven months pregnant and fell on
                   the stairs...

                                 DAISY
                   Benjamin... the baby's coming...

      And he hurries to her side... and as she clasps his
      hand...

242   INT. THEIR BEDROOM - SUBURBAN TOWNHOUSE - DAY 1968                242

      Paramedics are there... tending to Daisy, Benjamin at her
      side, as she struggles.

                                 BENJAMIN BUTTON'S (V.O.)
                   She gave birth to a five pound
                   four ounce baby girl...

243   INT. THEIR BEDROOM - SUBURBAN TOWNHOUSE - DAY, 1968               243

      We see, lying on Daisy's chest, is a newborn baby...
      Benjamin, standing beside her... And a young Woman Doctor
      that's there... packing up her things...

                                 BENJAMIN
                   You're sure there's nothing wrong
                   with her?

                                 THE YOUNG WOMAN DOCTOR
                   She's a normal, healthy baby in
                   every way...

      And Benjamin moved, kisses the baby's head... as he looks
      at this precious child of his...

                                 CAROLINE'S (V.O.)
                   We named her Caroline, for my
                   mother...

      And as Benjamin holds Daisy's hand while she nurses
      her...

244   INT. HOSPITAL ROOM, NEW ORLEANS - MORNING, PRESENT                244

      Caroline's stopped reading... dead still...

                                 CAROLINE
                   He was my father...? This
                   Benjamin was my father?
                                 (MORE)
                                                          (CONTINUED)

                                                                       157.

244    CONTINUED:                                                      244
                                  CAROLINE (CONT'D)
                    Why didn't you ever tell me...?!

                                  DAISY
                    It doesn't change for a moment who
                    you are. You were a gift.
                    Sometimes the gifts we are given
                    are not free.

                                  CAROLINE
                    You never said a word to me...

       Caroline, upset, gets up...

                                  CAROLINE (CONT'D)
                    I need to go for a minute...

       She leaves the room...

                                  DAISY
                         (enigmatic)
                    My dearest darling, we were both
                    deprived of him...

       Daisy lying still... in her turban... her blue eyes...
       her breathing rasping...

244A   INT. HOSPITAL CORRIDOR, NEW ORLEANS - DAY, PRESENT          244A

       Caroline stands in the hall. The bustle of the hospital,
       the exigencies of life going on about her. The Nurse,
       seeing her...

                                  THE NURSE
                    It can get to you...

       And Caroline, unable to hold it in, can't stop bitter
       tears from running down her face... The Nurse is called
       for... She goes off down the hallway... Caroline takes
       another moment and goes back into the hospital room...

244B   INT. HOSPITAL ROOM, NEW ORLEANS - DAY, THE PRESENT          244B

       Daisy, seeing her come back in...

                                  DAISY
                    I was worried you weren't coming
                    back...

                                  CAROLINE
                         (after a moment)
                    You're all I have.

                                  DAISY
                    Read the rest of it, darling.
                                                         (CONTINUED)

                                                                   157A.

244B   CONTINUED:                                               244B

       Caroline hesitates, then sits back down, and quietly
       takes up the "book."

                                  CAROLINE
                    "You grew, like the doctor had
                    said, normal and healthy..."

245    INT. THEIR BEDROOM, SUBURBAN TOWNHOUSE, NEW ORLEANS -        245
       NIGHT, 1969

       The room's dark. We see Benjamin in bed, the baby
       sleeping between him and Daisy... And as Benjamin watches
       them sleep... he looks at his reflection in a wall
       mirror... his 51st year on this earth... 34 years old...
       a young man... He looks at his baby... he looks at
       Daisy... in her mid 40s... her hair's begun to gray...
       her face begun to show the natural touches of age... His
       stare awakens her... She looks at him sensing he's deeply
       troubled... He shuts his eyes... she watches him sleep,
       Daisy as troubled as he is... but for very different
       reasons...

246    EXT. A PARK - NEW ORLEANS - DAY, 1969                        246

       Benjamin is sitting with Caroline while she plays in a
       park's sand box... Caroline helping herself to a mouthful
       of sand... Benjamin, trying to get the sand out of her
       mouth...

                                  BENJAMIN
                    Don't eat sand...

       Daisy comes over to sit with them...

                                  BENJAMIN (CONT'D)
                    She's going to have a really
                    attractive diaper.

       As they sit watching Caroline playing in the sand...




                                                      (CONTINUED)

                                                            158.

246   CONTINUED:                                            246

                                 BENJAMIN (CONT'D)
                   I think you should find a real
                   father for her...

                                 DAISY
                   What are you talking about?

                                 BENJAMIN
                   She needs someone to grow old
                   with...

                                 DAISY
                   She'll learn to accept whatever
                   happens... She loves you...

                                 BENJAMIN
                   She needs a father not a playmate.

                                 DAISY
                   Is it that my age is starting to
                   show...? Is that what you are
                   telling me? Have you lost your
                   desire for me...?

                                 BENJAMIN
                   You don't need another child to
                   raise...

                                 DAISY
                   You're going to leave me, aren't
                   you?

      He doesn't say anything.

                                 DAISY (CONT'D)
                   You can't leave me.

      He's silent.

                                 DAISY (CONT'D)
                   You can't do this to me...!

                                 BENJAMIN BUTTON'S (V.O.)
                   It was your first birthday. We
                   had a party... the house was
                   filled with people...

                                                                   159.



247    INT. SUBURBAN TOWNHOUSE - NEW ORLEANS - DAY, 1969           247

       The birthday party. A cake with a big number "1" candle.
       One-year-olds not having a clue.

                               BENJAMIN BUTTON'S (V.0.)
                 The fathers and mothers were
                 there...

       He looks at the age appropriate mothers and fathers with
       their children...

                               A MAN
                 Before you look around they'll be
                 in High School dating.

       Benjamin manages a smile.

247A   INT. THE HOSPITAL ROOM, NEW ORLEANS - DAY - PRESENT         247A

                               DAISY
                 I remember your first birthday
                 like it was yesterday.

248    INT. SUBURBAN TOWNHOUSE - LATER IN THE DAY, 1969            248

       The house is empty, the guests gone... Daisy busy
       cleaning up from the party. She stops to look outside,
       at the backyard. Benjamin is sitting on a lounge
       chair... the baby, in her party dress, sitting on his
       chest... As Daisy stands at the window watching him with
       their baby...

249    INT. THEIR BEDROOM - SUBURBAN TOWNHOUSE - LATE AT NIGHT,    249
       1969

       Benjamin, dressed, watching Caroline in her crib, asleep.
       Daisy in bed, asleep.

                               BENJAMIN BUTTON'S (V.O.)
                 I sold the summer house on Lake
                 Pontchartrain... I sold my share
                 of Button's Buttons... I sold the
                 sailboat... I put it all into an
                 account for your mother... And
                 before you would ever remember
                 me...

       And he bends to kiss his sleeping daughter, whispering to
       her...

                               BENJAMIN
                 I want you to know I love you...

                                                     (CONTINUED)

                                                                      160.

249   CONTINUED:                                                      249

      He stops to put a bank book on the dresser, along with a
      house key... the sound of the key is just enough for
      Daisy to stir. He starts to leave... He turns to go...
      and he sees Daisy is looking at him... A look not so much
      of anger, or hurt, not of resignation, but a look of
      acceptance... that this is what her life is now... He
      crosses out of the dark room silently closing the door
      behind him...

                                 BENJAMIN BUTTON'S (V.0.)
                   I left, so that you and your
                   mother could have a life.

250   EXT. SUBURBAN TOWNHOUSE, NEW ORLEANS - NIGHT, 1969              250

      He takes the old motorcycle out of the garage.

                                  BENJAMIN BUTTON'S (V.O.)
                         (after a beat)
                   I left with just the clothes on my
                   back.

      He starts the motorcycle, and with just the shirt on his
      back he rides away...

251   INT. SUBURBAN TOWNHOUSE, NEW ORLEANS - LATE AT NIGHT,           251
      1969

      Daisy still lying in bed, the sound of the motorcycle
      driving away. She gets up. She takes the baby out of
      her crib and into bed with her, holding her baby in the
      bare light...

252   INT. HOSPITAL ROOM, NEW ORLEANS - MORNING, PRESENT              252

      Daisy, in her regal turban, silently looking out the
      window... the wind knocking loudly again...

                                  CAROLINE
                   I almost wish I didn't know any of
                   this.
                         (she's quiet, after a
                          beat)
                   I feel odd, reading...it...

      She looks at the book...




                                                        (CONTINUED)

                                                              161.

252   CONTINUED:                                              252

                                 CAROLINE (CONT'D)
                   Where did he go?

                                   DAISY
                   I don't know.    I never heard from
                   him.

      Caroline, distant, picks through the book...She comes
      upon...

                                 CAROLINE
                   There are postcards...

      Looking through them...

                                 CAROLINE (CONT'D)
                   They're all addressed to me...
                   They're from all sorts of
                   places...

      And she realizes...

                                 CAROLINE (CONT'D)
                   They're for my birthday.
                        (reading)
                   1970...I would have been two...
                   "Happy Birthday." "I wish I could
                   have kissed you goodnight."
                        (reading, another
                         one)
                   "Happy Birthday, you're five." "I
                   wish I could have taken you to
                   your first day of school."
                        (reading on)
                   "Happy Birthday six-year-old." "I
                   wish I could be there to teach you
                   how to play the piano..."
                        (reading on)
                   "11..." "...Told you not to chase
                   some boy..." "13..." "Held you
                   when you had a broken heart..."
                   "1983." I was fifteen. "I wish I
                   could have been your father.
                   Nothing I ever did will replace
                   that..."

      Daisy murmurs... Which brings Caroline back to the
      book...

                                 CAROLINE (CONT'D)
                        (reads)
                   What I think is..."

                                                              161A-162.



252A   AROUND THE WORLD                                           252A

       And Benjamin's voice comes in... WHILE WE SEE HIM IN
       VARIOUS PLACES ALL OVER THE WORLD, A MONTAGE, A FILM
       WITHIN A FILM, OF THE ROAD HE'S TAKEN...

                               BENJAMIN BUTTON'S (V.O.)
                 "...What I think is, it's never
                 too late...or, in my case, too
                 early, to be whoever you want to
                 be...There's no time limit, start
                 anytime you want...change or stay
                 the same...there aren't any
                 rules...We can make the best or
                 worst of it...I hope you make the
                 best...I hope you see things that
                 startle you. Feel things you
                 never felt before. I hope you
                 meet people who have a different
                 point of view. I hope you
                 challenge yourself. I hope you
                 stumble, and pick yourself up. I
                 hope you live the life you wanted
                 to...and if you haven't, I hope
                 you start all over again."

       When we come out of those images...

252B   INT. THE HOSPITAL ROOM, NEW ORLEANS - DAY, PRESENT         252B

       Caroline finishes reading...

                               CAROLINE
                 "... I hope you start all over
                 again..."

       It's quiet...just the wind knocking...She looks at her
       mother...but Daisy's staring, somewhere else...

                               CAROLINE (CONT'D)
                      (takes up reading
                       again...)
                 I'd been gone for a long time...

                               DAISY
                      (echoes)
                 He'd been gone for a long time...

       To the Dance Studio...

                                                            162A-164.



253-58 OMIT                                                   253-58

259    OMIT                                                        259

260-62 OMIT                                                   260-62

263    INT. THE DANCE STUDIO, NEW ORLEANS - ANOTHER NIGHT, 1980    263

       A record's playing piano music. Classes are done.
       Parents taking their children. We see Daisy, in her long
       skirt... helping pick up with her hands and her nimble
       toes, errant clothing, the jackets, the sweaters...




                                                     (CONTINUED)

                                                                    165.

263   CONTINUED:                                                    263

      It takes us a moment to recognize her... in the some
      twelve years since we've last seen her, 56 now, her
      hair's cut short... and it's gone mostly gray... and,
      although her age is on her face, she still has a dancer's
      posture, her head held high... carrying herself with
      grace... and one thing that will never change, are her
      unforgettable blue eyes... We hear the door opening...
      Daisy, busy gathering, saying her goodnights... glances
      toward the door across the studio... And she sees a young
      Man has come in, a young man in his twenties... standing
      silently, a stranger, standing by the door... Daisy, as
      she closes up the studio, makes her way toward him,
      saying goodnight to people... she bends to pick up a
      ballet slipper...

                                 DAISY
                   Somebody left their slipper...

      Daisy looks over, the young Man hasn't moved... the
      studio has all but emptied... she walks toward him...
      he's wearing worn trousers, a coat that's seen better
      days...

                                 DAISY (CONT'D)
                   Are you here to pick someone up?

      He shakes "no." Coming closer....

                                 DAISY (CONT'D)
                   I'm sorry, we're closed now.

      She moves to open the door to show him out... when she
      gets a good look at him. She stops, realizing who it
      is...

                                 DAISY (CONT'D)
                   Benjamin?

      ...and she's taken aback by his youth, we all are...
      sixteen years younger... in his 20s now... it's at once
      staggering and heartbreaking... what age can do... And
      she realizes, at that very moment, he was right all
      along...

                                 DAISY (CONT'D)
                   You're so young.

      They look at each other... When she's able to find the
      words...

                                 DAISY (CONT'D)
                   Why did you come back?


                                                      (CONTINUED)

                                                                   166.

263   CONTINUED: (2)                                               263

                              BENJAMIN
                I wanted to see you both.

      She stares at him... just the piano music. And despite
      the gulf of time... there's a terrible aching they have
      for each other... and before they can say anything... the
      door swings open and Caroline, 12, comes hurrying in...

                              CAROLINE
                You ready, Mom?

      Benjamin stares at her appearance... And Daisy, can't
      help herself, and seeing Caroline, Daisy, overcome by it
      all, starts to cry.

                              CAROLINE (CONT'D)
                Is something wrong, Mother?

                              DAISY
                No... He was telling me a very sad
                story about a mutual friend we
                hadn't seen in a long time... This
                is my friend, Benjamin... you knew
                him when you were... just a
                baby...

                              CAROLINE
                Hi...

                              BENJAMIN
                Hello...

      He reaches, taking her hand... needing to touch her...

                              A MAN'S    (V.O.)
                Hello...

      And a Man 50s, wearing a suit and a tie, comes in...

                              THE MAN
                I'm sorry... I thought you were
                done...

                              DAISY
                This is a friend of my family's...
                Benjamin Button... this is my
                husband... Robert...

      They shake hands... There's an awkward quiet...

                              ROBERT
                It was nice to have met you...
                We'll be in the car, darling...

                                                     (CONTINUED)

                                                                   167.

263   CONTINUED: (3)                                               263

                              DAISY
                I'm just closing up...

      And Robert and Caroline go outside to wait for her...

                              BENJAMIN
                She's so lovely... she looks like
                you... Does she dance?

                                 DAISY
                Not very well.

                              BENJAMIN
                I suppose that would be from my
                side of things.

                              `DAISY
                She's a dear sweet girl... she
                seems a little lost... But who
                isn't a little lost at 12?
                There's a lot of her that reminds
                me of you.

      And she shuts off a set of the lights.

                              DAISY (CONT'D)
                My husband. He's a doctor... was
                a widower... He's an incredibly
                bright, adventurous man...

      Benjamin smiles.

                              DAISY (CONT'D)
                He's been a terrific father... and
                a great partner and friend...

      And she shuts off the record player and another set of
      lights... and for a moment they stand in the dark
      studio... and they look at their reflections in the
      mirror... seeing who they are now...

                              DAISY (CONT'D)
                You're so much younger.

                              BENJAMIN
                Just what you can see.

      She looks at him, and after all these years... she now
      understands completely... she looks outside at her
      daughter standing by the car with her "father,"
      waiting...



                                                     (CONTINUED)

                                                                       168.

263   CONTINUED: (4)                                                   263

                               DAISY
                 You ware right. She needed a
                 father. I couldn't have raised
                 both of you. I'm not that strong.

      He's quiet.   They both are.   She looks at him.

                               DAISY (CONT'D)
                 I never thought how it must have
                 broken your heart, too.

      His silence is enough.

                               DAISY (CONT'D)
                 Where are you staying? What are
                 you going to do?

                               BENJAMIN
                 I'm at the Pontchartrain Hotel on
                 the avenue. I have no idea what
                 I'm going to do.

      And it seems like they want to hold each other. But they
      can't. It's still. And aware of the car's headlights
      waiting at the curb... she turns, holding the door open
      for him...

                                 DAISY
                 I have to go.

      He nods.   He walks by her, going out.

264   EXT. A STREET, NEW ORLEANS - NIGHT, 1980                         264

      She stops to lock the door. She turns, getting into the
      car... and leaves... Benjamin stands on the corner, hands
      in his pockets, the car driving by him... and Daisy can't
      help but look at him... and then the car's gone... and as
      he crosses the street and walks off into the night...

265   INT. HOSPITAL ROOM, NEW ORLEANS - MORNING, PRESENT               265

                               CAROLINE
                 That young man was my father?

      And a Nurse comes in.

                               THE NURSE
                 The hurricane changed directions
                 again. They are predicting it
                 will make landfall sometime soon.



                                                         (CONTINUED)

                                                                       169.

265   CONTINUED:                                                       265

                                 CAROLINE
                   Is there anything we need to do?

                                 THE NURSE
                   Arrangements are being made to
                   move people if we have to. I'll
                   let you know as soon as we know
                   anything.

      She leaves hurriedly.

                                 DAISY
                   Please tell me what he says?

      Caroline looks at the book.       And Benjamin's voice comes
      in...

                                 BENJAMIN BUTTON'S (V.O.)
                   "That night..."

266   INT. BENJAMIN'S HOTEL ROOM, NEW ORLEANS - NIGHT, 1980            266

      Benjamin, sitting on the end of the bed, not sure why he
      came there at all... There's a sound at the door...as if
      somebody was there...

                                    BENJAMIN
                   Hello?

      Its quiet...a hesitancy...He starts to get up and there's
      a knock on the door...He opens it...and Daisy's there.
      He's startled to see her...

                                    DAISY
                   May I come in?

                                    BENJAMIN
                   Please...

      She comes inside...an awkward quiet...

                                 BENJAMIN (CONT'D)
                   I don't know what I'm doing
                   here...What I expected...?

      It echoes how she's feeling being there...They stand not
      knowing what to say...And Daisy says, sadly...

                                    DAISY
                   Nothing lasts.

      He puts a finger to her lips. He shakes "no."       And what
      he's come to know, that some things do last...

                                                         (CONTINUED)

                                                                      170.

266   CONTINUED:                                                      266

                                 BENJAMIN
                   I never once stopped loving you...

      He affectionately pushes a hair off of her forehead...

                                 DAISY
                   I'm an old woman now, Benjamin.

      And he helps her off with her coat... She's still.

                                   DAISY (CONT'D)
                   Benjamin...

      He kisses her... and she's quiet... and he undresses
      her... undressing himself... and they stand momentarily
      naked... the young man and the older woman.

                                   DAISY (CONT'D)
                   Are you sure?

                                 BENJAMIN
                   Some things you don't ever
                   forget... the feel... the taste...

      And he kisses her again...

                                 BENJAMIN (CONT'D)
                   ... the smell...

      He puts his mouth by her cheek... breathing her in...

                                 BENJAMIN (CONT'D)
                   ... the touch...

      Caressing her...

                                 BENJAMIN (CONT'D)
                   Of someone you love...

267   INT. BENJAMIN'S HOTEL ROOM, NEW ORLEANS - NIGHT, 1980           267

      We see Benjamin standing at the window watching as Daisy
      gets into a taxi... the taxi starting to drive off... and
      Daisy turning... to look back... waving to him. Benjamin
      waving to her... what they both somehow know, is a last
      goodbye...

                                 BENJAMIN BUTTON'S (V.0.)
                   I watched her go...

      ..and as the taxi drives away...



                                                        (CONTINUED)

                                                                     171.

267   CONTINUED:                                                     267

                                 BENJAMIN BUTTON'S (V.0.) (CONT'D)
                   Until she went out of sight...

      ...the taxi going down the street and out of sight... for
      the last time... Despite losing sight of her he still
      hasn't moved... standing by the window...

268   INT. HOSPITAL ROOM, NEW ORLEANS - MORNING, PRESENT             268

      Daisy, breath raspy, sitting silently in her bed looking
      out the window... We realize Caroline's stopped
      reading...

                                    DAISY
                   Please read...

                                 CAROLINE
                   That's the last thing he wrote...

      Daisy's quiet... they both are... alone with their
      thoughts...

                                 CAROLINE (CONT'D)
                   What happened to him after that
                   last time with you, Mother?

      The wind has picked up considerably, rattling the window
      even harder..

                                 DAISY
                   A year or so after your father
                   passed... There was a call...

269   INT. DAISY'S HOUSE, NEW ORLEANS - LATE DAY, 1990               269

      And we see Daisy in her bathrobe, in her sixties...
      drinking a cup of coffee... the telephone rings...




                                                       (CONTINUED)

                                                                      172.

269   CONTINUED:                                                      269

                                 DAISY
                   Hello?... Yes?... Speaking -- I
                   don't understand? Where was that?

270   INT. A TAXI, NEW ORLEANS - LATE DAY, 1990                       270

      We see Daisy riding in the back or a taxi.

                                 DAISY
                   It's the last house...

      She looks outside, and we see up ahead of her, the Nolan
      House standing like a monument to time...

271   EXT. NOLAN HOUSE - LATE - DAY, 1990                             271

      Daisy gets out. The taxi drives off. Daisy stops for a
      moment before she opens the gate. The house has fallen
      into disrepair. A solitary old man sits on the porch
      rocking and rocking. She goes up the walk and out of
      habit goes around the back porch... to the kitchen...
      going inside...

272   INT. NOLAN HOUSE - LATE DAY, 1990                               272

      She comes into the kitchen. She moves down the hallway
      into the living room... The interior has also fallen on
      hard times. Some old people are still in residence --
      predominantly African Americans now... Queenie's
      daughter, now in her fifties herself, stands in the
      living room... Along with a plain Man in a plain suit...

                                  DAISY
                   I'm Daisy...

      The Man turns...

                                 THE MAN
                   Thank you for coming... I'm David
                   Hernandez with the Orleans Parish
                   department of Child Welfare
                   Services.

      Queenie's daughter turns on a lamp... it doesn't work...
      she crosses the room to turn on another...

                                 THE MAN (CONT'D)
                   He was found living in a condemned
                   building off of east Lamont... the
                   police found this with him... this
                   address... and your name...

      And he gives her the journal...

                                                        (CONTINUED)

                                                                      173.

272   CONTINUED:                                                      272

                                 THE MAN (CONT'D)
                   He was in very poor health... he
                   was taken to the hospital... He
                   doesn't seem to know who or where
                   he is... He's very confused... The
                   doctors who looked at him think he
                   may be autistic.

                                 QUEENIE'S DAUGHTER
                   I told Mr. Hernandez about
                   Benjamin bein' one of us. I told
                   him if he needs a place to stay...
                   it's alright... he can stay
                   here... he is blood after all...

      And just then we hear a PIANO playing... as if it were
      being played by a child... with no skill... banging as
      much as anything... And Daisy follows the sound of the
      piano into the parlor...

273   INT. PARLOR, NOLAN HOUSE - DAY, 1990                            273

      And she sees his back... just a boy of 12 now... hunched
      over... trying to play the piano... trying to play the
      tune the woman had taught to him...

                                 DAISY
                   Benjamin.

      He turns at the sound of her voice. There is no
      indication he recognizes her at all.

                                 BENJAMIN AT TWELVE
                   Do you know this song?

      And he tries to play what he thinks is the song, but is
      nothing more than a child playing random notes.

                                 DAISY
                   You play really beautifully.

      She comes and touches his back... He shrinks from her
      touch.

                                 THE MAN
                   He doesn't seem to like to be
                   touched.

      And while he tries to play...




                                                        (CONTINUED)

                                                                      174.

273   CONTINUED:                                                      273

                                 THE MAN (CONT'D)
                   The doctors said if they didn't
                   know any better, he goes in and
                   out of states of recognition, as
                   if he had the beginnings of
                   dementia...

      Daisy's looking at the boy, who was once the man she
      loved... who she still loves... She looks into his
      eyes...

                                 DAISY
                   Do you remember me?   I'm Daisy.

      He looks at her.    No sense of recognition.

                                 BENJAMIN AT TWELVE
                   Daisy is a very pretty name. I'm
                   Benjamin.

                                 DAISY
                   It's good to meet you Benjamin.
                   Do you mind if I sit with you? I
                   would love to hear you play.

      He doesn't say anything. She sits down beside him on the
      piano bench. He stops to look at her.

                                 BENJAMIN AT TWELVE
                   There's something about you...
                   There's something about your eyes
                   I remember from a long time ago...

      He looks at her eyes. She looks at him... And as she
      sits with him on the piano bench... as he tries to
      play... Daisy and Benjamin, "together again..."

274   INT. HOSPITAL ROOM, NEW ORLEANS - MORNING, PRESENT              274

                                 DAISY
                   Queenie's daughter saw to it that
                   he was taken care of...

275   INT. THE KITCHEN, NOLAN HOUSE - MORNING, 1994                   275

      And we see Benjamin, just eight now... coming into the
      kitchen... Queenie's daughter cleaning up after
      breakfast.

                                 BENJAMIN AT EIGHT
                   I want some breakfast.



                                                        (CONTINUED)

                                                                       175.

275   CONTINUED:                                                       275

                                 QUEENIE'S DAUGHTER
                   You just ate breakfast.

                                    BENJAMIN AT EIGHT
                   No I didn't...

                                 AN OLD WOMAN
                   You just finished eating, Mr.
                   Button.

                                 BENJAMIN AT EIGHT
                   You think I don't know what you
                   are doing?

      And like an eight year old, or an old man old with onset
      Alzheimer's -- which makes him nearly a helpless child,
      he starts to rage... throwing things...

                                 BENJAMIN AT EIGHT (CONT'D)
                   You are all fucking liars!

                                  DAISY'S (V.0.)
                   And every day I would stop by...
                   and make sure he was
                   comfortable...

      And just then Daisy comes into the kitchen.       She sees him
      raging.

                                 QUEENIE'S DAUGHTER
                   He doesn't believe he's already
                   had his breakfast.

                                 DAISY
                   Let's see if we can find something
                   else for you to do.

                                  BENJAMIN AT EIGHT
                         (upset, meaning
                          lapses)
                   I can't help it. I can't help
                   this.

                                 DAISY
                   I know you can't.

      And as she puts her arm around him, taking him out of the
      room, understanding...

                                 DAISY'S (V.0.)
                   Many times he would simply forget
                   who and where he was at all...

                                                                   176.



276   INT. BENJAMIN'S ROOM, NOLAN HOUSE - DAY                      276

      We see Daisy sitting on a bed with Benjamin in his room
      on the second floor of the old house... And he's oddly
      lucid...more articulate than his age would indicate...

                              BENJAMIN AT EIGHT
                I get the feeling there's a lot of
                things I can't remember...

                              DAISY
                What do you mean?

                              BENJAMIN AT EIGHT
                It's like there's this whole life
                I had and I can't remember what it
                was...

      He's frustrated by it...

                              DAISY
                It's alright... It's alright to
                forget things...

      And as she sits on his bed with him... in the upstairs
      room...

                              DAISY'S (V.0.)
                It wasn't easy...

277   EXT. NOLAN HOUSE - DAY, 1996                                 277

      And we see Benjamin, no more than six now, standing on
      the ROOF... Daisy standing on the ground down below
      him...

                              DAISY
                     (nervous)
                I wish you'd come down...

                              BENJAMIN AT SIX
                     (a little boy)
                I can see everything.

      And he points out...

                              BENJAMIN AT SIX (CONT'D)
                I can see the big river... all the
                boats... I can see the graveyard
                where mama's buried and all those
                other people... I can see the
                city... where you have your
                dancing place...

                                                     (CONTINUED)

                                                                      177.

277   CONTINUED:                                                      277

      And tears fill Daisy's eyes...

                                 DAISY
                   You're right, you can see
                   everything sweetheart...

      And he can... he can see all the way across to the
      Mississippi River... the old graveyard... the city... his
      whole life...

                                 DAISY (CONT'D)
                   I think you better come down...

                                 BENJAMIN AT SIX
                   What if I could fly?

      And it looks like he might just try...

                                 DAISY
                        (stopping him)
                   I knew a man who could fly. Come
                   down and I'll tell you all about
                   him.

      He's quiet, thinking about that. And acquiescing, he
      turns up the roof out of sight... some short
      moments...and he comes running out the front door... his
      hands in his pockets like the brave little man he is...
      Daisy bends down... and as he runs into her arms... Daisy
      holding him...

278   INT. HOSPITAL ROOM, NEW ORLEANS - MORNING, PRESENT              278

      Daisy propped in her bed looking out the window...

                                 DAISY
                   And I went to take care of him...

279   EXT. NOLAN HOUSE - DAY, 1997                                    279

      And we see Daisy, in her seventies now, carrying a
      suitcase, coming up the walkway, and onto the porch...
      old people sitting in the porch chairs...

                                  DAISY'S (V.0.)
                   He was five, I think, when I moved
                   in... the same age I was when I
                   had met him...

      And we see Benjamin, 5 now, sitting on the porch swing,
      staring off... and he drools like a helpless old man.
      Daisy stops, taking out a handkerchief, wiping the drool
      off his chin...

                                                        (CONTINUED)

                                                                      178.

279   CONTINUED:                                                      279

                                 DAISY
                   How would you like to help me
                   unpack?

280   INT. BENJAMIN'S ROOM, NOLAN HOUSE - DAY, 1997                   280

      Daisy, unpacking her suitcase with Benjamin's help,
      taking out an alarm clock, a quilt, some photographs...
      The "Just So Book.." Her personal things... moving in...
      Benjamin, playing with the alarm clock, making the alarm
      go off... again, and again...

281   INT. BENJAMIN'S ROOM, NOLAN HOUSE - NIGHT, 1997                 281

      Benjamin in a small child's bed. Daisy, sitting on his
      bed reading from Kipling's "Just So" stories to him...

                                 DAISY
                   This is the picture of old Man
                   Kangaroo at five in the afternoon,
                   when he got his beautiful hind
                   legs just as Big God Ngong had
                   promised.

                                 DAISY'S (V.0.)
                   The days passed...

282   EXT. NOLAN HOUSE - ANOTHER DAY, THE FALL, 2000                  282

      And we see Benjamin, just three or so now, holding
      Daisy's hand, walking with her in some autumn leaves...

                                 DAISY'S (V.0.)
                   I watched as he forgot how to
                   talk...

283   INT. NOLAN HOUSE - ANOTHER DAY, 2001                            283

      Benjamin almost two... sitting On Daisy's lap in the
      front room... and saying...

                                 BENJAMIN AT ONE
                   Benjamin...
                        (points to her)
                   Daisy...

                                 DAISY
                   That's right... Benjamin and
                   Daisy...

      Proud of himself he smiles...



                                                        (CONTINUED)

                                                  178A.

283   CONTINUED:                                  283

                                 DAISY'S (V.0,)
                   ...How to walk...

                                                                    179.



284   INT. PARLOR, NOLAN HOUSE - ANOTHER DAY, FALL, 2001            284

      And we see him, just like a toddler, barely able to
      stand... Daisy there to catch him from falling...

                              DAISY'S (V.0.)
                I watched him sleep...

285   EXT. PORCH, NOLAN HOUSE - LATE DAY, 2002                      285

      Daisy, sitting on the porch on a rocking chair. Benjamin,
      just a baby now, some months old, sleeping in her lap...

                              DAISY'S (V.0,)
                In 2002, they put a new clock on
                the train station wall...

286   INT. TRAIN STATION, NEW ORLEANS - DAY 2002                    286

      And we see a workman on a ladder taking down the old
      clock of "Mr. Cake's"... handing it down to another
      workman...and putting up a new clock... a digital
      clock... The time moving... the way it's meant to be...
      going forward...

287   INT. HOSPITAL ROOM, NEW ORLEANS - MORNING, PRESENT            287

      Daisy in her hospital bed... the wind howling at the
      window...

                              DAISY
                In the spring of 2003...

288   INT. BENJAMIN AND DAISY'S ROOM, NOLAN HOUSE - DAY, 2003       288

      Shadows dapple the room. Daisy sitting in    an old chair
      in the middle of the room... with daylight   streaming in
      on her... holding Benjamin on her lap... a   tiny thing
      now... nearly newborn... he can almost fit   in her two old
      hands...

                              DAISY'S (V.0.)
                He looked at me...

      And we see him looking up at her...

                              DAISY'S (V.0.) (CONT'D)
                He looked into my eyes...

      And we see him looking into her eyes...




                                                      (CONTINUED)

                                                                      180.

288   CONTINUED:                                                      288

                                 DAISY'S (V.0.) (CONT'D)
                   And he moved his fingers... and
                   with his little thumb he held my
                   thumb...

      ...and that's just what he does... looking into Daisy's
      eyes...holding her thumb with his tiny hand...

                                 DAISY'S (V.0.) (CONT'D)
                   And as he had said... no matter
                   what age he was... he was the same
                   person behind his eyes... and, at
                   that moment I knew... he knew who
                   I was...

      The baby staring into her blue eyes...

                                 DAISY'S (V.0.) (CONT'D)
                   And then he closed his eyes like
                   he was sleeping...

      And we see his eyes flutter and softly close... forever.
      And as he lays in his beloved Daisy's lap... completely
      still...

289   INT. HOSPITAL ROOM. NEW ORLEANS - MORNING, PRESENT              289

      The wind a full out hurricane.    The lights flicker.   Stay
      on.

                                 CAROLINE
                   I'm going to see what they want us
                   to do...

      And as she gets up, the "book" drops on the floor.      And a
      card's fallen out. Caroline picks it up.

                                 CAROLINE (CONT'D)
                   It's a train schedule.

      She turns it over.    There's writing.

                                 CAROLINE (CONT'D)
                   "I'm on a train in India filled
                   with people."

290   INT. A TRAIN SOMEWHERE IN INDIA - LATE AT NIGHT                 290

      An overcrowded train car... people sitting and standing
      and lying on the seats and on the floor, in every
      available space, nook and cranny, asleep.



                                                        (CONTINUED)

                                                                      181.

290   CONTINUED:                                                      290

                                 BENJAMIN BUTTON'S (V.0.)
                   I'm the only one who isn't
                   sleeping...

      Now we see Benjamin sitting on the floor among all of the
      people, the only one awake, writing on the back of the
      train schedule.

                                  BENJAMIN BUTTON'S (V.0.) (CONT'D)
                   "I figured out one thing. If
                   you're growing older or getting
                   younger it really doesn't make any
                   difference. Whichever way you're
                   going you have to make the most of
                   what this is."

      He looks at all the people sleeping around him...
      strangers on a train...

                                 BENJAMIN BUTTON'S (V.0.) (CONT'D)
                   "Along the way you bump into
                   people who make a dent on your
                   life... Some people... get struck
                   by lightning..."

291   EXT. SOMEWHERE                                                  291

      And we see just that... Mr. DAWS being struck by
      lightning again...

                                 BENJAMIN BUTTON'S (V.O.)
                   "Some are born to sit by a river."

292   EXT. RIVER                                                      292

      ...And we see just that... Mr. Oti sitting by his
      river...

                                 BENJAMIN BUTTON'S (V.O.)
                   "Some have an ear for music..."

293   INT. THE PARLOR                                                 293

      And we see the unnamed older woman playing the piano...

                                 BENJAMIN BUTTON'S (V.O.)
                   "Some are artists..."

294   EXT. TUGBOAT                                                    294

      ...And we see Captain Mike... with his tattoos --
      standing on his tug...


                                                        (CONTINUED)

                                                                     182.

294   CONTINUED:                                                     294

                                 BENJAMIN BUTTON'S (V.O.)
                   "Some swim the English Channel..."

295   EXT. ENGLISH CHANNEL                                           295

      ...And we see Elizabeth Abbott doing just that...

                                 BENJAMIN BUTTON'S (V.O.)
                   "Some know buttons..."

296   INT. BUTTON FACTORY, NEW ORLEANS                               296

      ...We see Thomas Button holding a button in the palm of
      his hand...

                                 BENJAMIN BUTTON'S (V.O.)
                   "Some know Shakespeare..."

297   INT. KITCHEN, NOLAN HOUSE, NEW ORLEANS                         297

      ...Tizzy reciting Shakespeare...

                                 BENJAMIN BUTTON'S (V.O.)
                   "Some are mothers...

298   INT. NOLAN HOUSE, NEW ORLEANS                                  298

      ...Queenie pointing at him...

                                 BENJAMIN BUTTON'S (V.O.)
                   "And some people can dance..."

299   INT. DANCE STUDIO                                              299

      ...And we see Daisy dancing... forever young...

300   INT. HOSPITAL ROOM, NEW ORLEANS - MORNING, PRESENT             300

                                 CAROLINE
                   He started to write something
                   else... "I'm going..." But he
                   stopped...

      She gently puts the card back.

                                 CAROLINE (CONT'D)
                   I wish I had known him.

                                 DAISY
                   Now you do.

      They're still.    And the wind reminds her...


                                                       (CONTINUED)

                                                                    183.

300   CONTINUED:                                                    300

                                 CAROLINE
                   I'd better go and see what they're
                   planning to do...

      Daisy nods. Caroline goes out of the room... It's quiet.
      Daisy's alone now... looking out the window... at the
      howling, hurricane... a hundred mile an hour fury... And
      fighting against the wind, trying to reach the window is
      a hummingbird... it almost makes it and is pushed back by
      the gale... but undaunted, its wings doing a figure
      eight... the symbol for infinity... it fights its way
      through the wind to the window... tapping at the
      window... and the hummingbird flies away... she watches
      it go... and after some moments she says...

                                 DAISY
                   Goodnight, Benjamin...

      And she closes her eyes for the very last time... and
      it's dark... where it's peaceful, even safe...

301   INT. TRAIN STATION, NEW ORLEANS - DAY, PRESENT                301

      We see the new clock high on the terminal wall running
      the right way... going forward... and as the clock
      turns... people hurrying to their destinations, living
      their lives...

302   INT. STORAGE ROOM, TRAIN STATION, NEW ORLEANS - DAY           302

      A storage room. Old track signs. Old waiting room
      chairs. The discarded, and forgotten. And lying on its
      side under an old tarpaulin -- is "Mr. Cake's" clock...
      the angel still pushing the hands... running backwards...
      forever...

                                                        FADE OUT: