KRAMER VERSUS KRAMER

                          Screenplay

                              by

                         Robert Benton

               Based on the novel by Avery Corman

                      Revised Third Draft

                         July 14, 1978

----------------------------------------------------------------

      FADE IN:

1     INT. OFFICE, ADVERTISING AGENCY, MIDTOWN - EVENING

      WIDE SHOT--A large and very comfortable office over-

      looking St. Patrick's Cathedral.  At the moment the

      office is filled to bursting with men and women, slumped

      in chairs, sitting on desks, all of them very tense.

      Among the crowd of people we note:  MURRAY FISHER, a

      young and very ambitious junior executive and PHYLLIS

      BERNARD, an attractive woman in her early thirties.

      She is a lawyer with the agency.

      At the moment, TED KRAMER, nice-looking without being

      what you would call a matinee idol, paces back and

      forth.  His tie is loosened, he checks his watch every

      fifteen seconds.  Clearly he is very distraught.

                            TED

                      (predicting the worst)

                They're not gonna call...I tell

                you they're not gonna call.  I

                blew it.  I don't know what I

                did wrong, but I--

      REVERSE ON JIM O'CONNOR--Ted's boss and good friend.

      He is in his middle fifties, nattily dressed with the

      slightly bleary look of a heavy drinker.  He sits back

      in his chair with his feet propped on the desk and a

      drink in one hand.

                            O'CONNOR

                      (not unfriendly)

                Ted, will you take it easy?

                Revlon's not about to drop an

                account that represents more

                than two million in gross

                billing receipts in a small

                agency like this, without making

                us sweat.  Now just relax, okay?

                Everything's gonna be fine.

                            TED

                      (at this stage,

                      nothing will help)

                I don't think so, Jim.  Maybe I

                shouldn't have--

      Sound-effect:  the phone rings.

      Everyone freezes.  As O'Connor reaches for the phone,

                                                 CUT TO:

2A    INT. CHILD'S ROOM, KRAMER APT. - EVENING

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

      night light.  We SEE a beautiful five year old boy

      (BILLY KRAMER).  He lies in bed, half asleep.  HOLD

      FOR A BEAT as a beautiful woman (JOANNA KRAMER) leans

      over, kisses the child and hugs him tightly to her.

                            JOANNA

                      (intense)

                I love you, Billy...

                            BILLY

                      (drowsy)

                I love you too, mommy...Good-

                night...

      ON JOANNA--She gets up from the bed and starts toward

      the door of the child's room.

                            JOANNA

                Sleep tight...

                            BILLY

                Don't let the bedbugs bite...

      Joanna stops in the doorway, silhouetted against the

      light.  She turns, takes a last look at her son, then

      steps outside.

                                                 CUT TO:

3     INT. HALLWAY - EVENING

      ON JOANNA--Now that the light is brighter, we can SEE

      her more clearly.  In her mid-thirties, she is beauti-

      ful, dressed in a style that can best be described as

      Bloomingdale's.  HOLD FOR A BEAT as she leans against

      the door.  It is clear from her expression that she

      is terribly upset.  Then, making up her mind, she

      crosses to a closet and takes out a suitcase.

4     THE CAMERA TRACKS WITH HER as she carries it into the

      bedroom, lays it out on the bed and opens it.  PAN WITH

      HER as she crosses to a closet, grabs an armload of

      clothes and dumps them helter-skelter into the

      suitcase.

                                                 CUT TO:

5     INT. O'CONNOR'S OFFICE - EVENING

      It is a few minutes later, the news has obviously been

      good because there is a general celebration in progress.

      Jim O'Connor, now standing, raises one hand for

      silence, then making a toast.

                            O'CONNOR

                Here's to Ted Kramer.

      Cheers and good-natured jokes.

                            O'CONNOR

                      (putting an arm around

                       Ted squeezing him tight)

                I wanna tell you something about

                this little runt.  He went out

                there and sold the shit out of

                Revlon and that's why we got

                the account.  It was his idea,

                it was his concept, right down

                the line...

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

                            TED

                      (embarrassed, but

                       cannot stop grinning)

                All I can say...All I can say

                is this is maybe one of the five

                best days of my whole life...

                                                 CUT TO:

6     INT. BATHROOM, KRAMER APT. - EVENING

      Joanna stands at the medicine cabinet, going through

      it, packing things in a travel kit:  rollers,

      deodorant, makeup, birth control pills.  She starts

      to take a small bottle of perfume that has only an

      eighth of an inch of fluid left inside, hesitates,

      then puts it back.

                                                 CUT TO:

7     INT. O'CONNOR'S OFFICE - EVENING

      Now some time has passed, most of the crowd has gone

      and only the regulars are left.

                            TED

                      (in the middle of

                       a story)

                So anyway Jim and I are making

                the pitch, right?  And all of

                a sudden this old guy starts to

                cough and I keep on going and

                he keeps on coughing and I

                keep on going and he keeps on

                coughing and--

      Murray Fisher leans over, shakes Ted's hand.

                            MURRAY

                      (interrupting)

                Congratulations, Ted.  That was

                a hell of a job.

                            TED

                      (surprised)

                Where you goin' Murray, it's

                early?

                            MURRAY

                Got to get home.

                            TED

                      (glancing at his

                       watch)

                Oh, Christ, I'm late...I gotta

                get out of here.

                       (however, instead

                        of going, he

                        settles back and

                        resumes his story)

                So anyway, I look over and this

                old geezer is starting to turn

                blue and I swear to God the only

                thing I can think about is that

                this poor sonofabitch is gonna

                die on me and screw up the pitch.

                                                 CUT TO:

8     INT. KITCHEN, KRAMER APT. - EVENING

      INSERT: A long and meticulous list that Joanna is making

      out of the phone numbers and addresses of doctors and

      hospitals, of what the various medicines are for, and

      of the foods that Billy is and isn't permitted to eat.

      WIDER ANGLE--as Joanna puts the finishing touches on

      the list and carefully arranges it on top of the kitchen

      counter next to a box of unsweetened, whole grain cereal

      and a jar of honey.

      Note:  It is this same set of notes that Ted will later

      unthinkingly throw away.

                                                 CUT TO:

9     EXT. OFFICE BUILDING, MIDTOWN - NIGHT

      WIDE SHOT--as the doors to the outer lobby open and

      Ted and O'Connor appear.  Ted starts to hail a cab,

      O'Connor stops him.

                            O'CONNOR

                Hey, what's the rush?  C'mon,

                walk me a couple of blocks.

                            TED

                Jim, I've got to go.  I'm

                already late--

                            O'CONNOR

                Listen, Ted...I just want to tell

                you, when old man Schmidt retires

                next year, I've got a pretty

                good feeling they'll kick me

                upstairs...

      He turns and starts to walk off down the street, Ted,

      of course, follows.

                            O'CONNOR

                ...and when they do, I just want

                you to know I'm takin' you along

                with me.

                                                 CUT TO:

10    INT. BEDROOM, KRAMER APT. - NIGHT

      CLOSE ON JOANNA--as she goes through her jewelry case,

      taking some things, leaving others.  In the B.G. we

      SEE a framed photograph of Billy, smiling, looking

      into the camera.

                                                 CUT TO:

11    EXT. STREET - NIGHT

      ON TED AND O'CONNOR--tracking with them as they walk.

                            O'CONNOR

                      (feeling no pain)

                Y'know, Ted, I mean what I said

                back there.  You did a hell of a

                job on this and I want you to

                know I'm turning the whole

                show over to you.

                            TED

                      (thrilled)

                Wow!

                            O'CONNOR

                I mean it Ted, you're running

                this one.

                                                 CUT TO:

12    INT. BEDROOM, KRAMER APT. - NIGHT

      WIDE SHOT--The suitcase is now full.  Joanna zips it

      shut and looks around to make sure that she hasn't

      forgotten anything.

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

                                                 CUT TO:

13    INT. FOYER - NIGHT

      WIDE SHOT--Joanna carries in the suitcase, sets it by

      the front door, then she crosses to the living room and

      sits down at the dining table.

      CLOSER IN ON HER--She takes out a list made on the back

      of an old envelope.  As she begins to review it, check-

      ing off some items:

      O.S. Sound: A key turning in the lock.

      As Joanna looks up,

                                                 CUT TO:

      HER P.O.V.: as the door swings open to reveal Ted Kramer,

      an enormous grin on his face, a bottle of champagne in

      his hand.  He is so full of himself that he doesn't

      notice there is anything wrong.

      Note:  Throughout the entire scene he carries the bottle

      of champagne, never putting it down.

                            TED

                I thought you might just like to

                know that at five-fifteen this

                afternoon we were officially

                handed the Fire and Ice account

                by Revlon.

      CROSS-CUTTING BETWEEN THEM:

                            JOANNA

                      (she takes a deep

                       breath, then:)

                Ted, I'm leaving you.

                            TED

                That represents a gross billing

                in excess of two million--

                      (hearing her)

                What?!

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

                            JOANNA

                Here are my keys.  I won't be

                needing them any more.

      Note:  Ted does not for a moment believe that his wife

      will really leave him.  All he can think of right now

      is that he will have to spend the rest of the evening

      coping with one of her moods.

                            TED

                      (sardonic)

                I'm sorry I'm late, all right?

                I'm sorry I didn't call--I was

                busy making a living.

      CROSS-CUTTING BETWEEN THEM:  Joanna doesn't even bother

      to look up at him.  She opens her purse, takes out her

      wallet and begins removing credit cards.

                            JOANNA

                My American Express...My

                Bloomingdale's Credit Card...

                My check book--

                            TED

                      (the martyr)

                Okay, okay...What is it this

                time? What did I do now?...

                            JOANNA

                      (ignoring this)

                I took two thousand out of the

                savings account.  That was what

                I had in the bank when we got

                married.

                            TED

                Joanna, whatever it is, believe

                me, I'm sorry.

                            JOANNA

                Here are the slips for the laundry

                and the cleaning.  They'll be

                ready on Saturday.

                            TED

                      (hard lining it)

                Now listen, before you do something

                you'll really regret you'd better

                stop and think--

                            JOANNA

                      (not bothering to

                       look up)

                I've paid the rent, the Con-Ed

                and the phone bill, so you don't

                have to worry about them.

      She checks off the last item on her list as her husband

      watches, dumbfounded.

                            JOANNA

                There, that's everything.

      Joanna gets to her feet and starts toward the front

      door.  In an instant Ted is after her.

                            TED

                      (panic starting)

                For God's sake, Joanna, would

                you at least tell me what I did

                that's so terrible!  Would you

                do me that little favor?

      ON JOANNA--at the door.

                            JOANNA

                Look, it's not your fault, okay?

                It's me.  It's my fault--you

                just married the wrong person.

                            TED

                      (placating her)

                So we've got problems.  Everybody's

                got problems--that's normal--

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

14    INT. HALLWAY OUTSIDE KRAMER APT. - EVENING

                            JOANNA

                Ted, you're not listening to me.

                It's over, finished.

                            TED

                I'm listening, Joanna--believe me,

                I'm listening.  My wife is walking

                out on me after eight years of--

                            JOANNA

                      (bitter)

                You just don't get it, do you?

                      (as though to a child)

                I - am - really - and - truly -

                leaving - you.

                            TED

                I heard you, Joanna.  I promise

                I heard you.

                            JOANNA

                No you didn't.

                      (quietly)

                You didn't even ask about Billy.

                            TED

                      (stiffening)

                What about Billy?

                            JOANNA

                I'm not taking him with me.

                            TED

                What?

                            JOANNA

                      (tears start)

                Ted, I can't...I tried...I really

                tried but...I just can't hack it

                anymore...

                            TED

                C'mon, Joanna, you don't mean

                that.  You're a terrific mother--

                            JOANNA

                      (from her gut)

                I am not!  I'm a terrible mother!

                I'm an awful mother.  I yell at

                him all the time.  I have no

                patience.  No...No.  He's better

                off without me.

                      (unable to look

                       at Ted)

                Ted, I've got to go...I've got

                to go.

                            TED

                      (desperate)

                Okay, I understand and I promise

                I won't try and stop you, but you

                can't just go...Look, come inside

                and talk...Just for a few minutes.

                            JOANNA

                      (pleading)

                NO!...Please...Please don't make

                me stay...I swear...If you do,

                sooner or later...maybe tomorrow,

                maybe next week...maybe a year

                from now...

                      (looking directly

                       at him)

                I'll go right out the window.

      Sound-effect:  The elevator approaching.

      CROSS-CUTTING BETWEEN THEM--There is nothing more that

      can be done, this is the last moment of intimacy.

                            TED

                      (quiet)

                Where are you going?

                            JOANNA

                I don't know...

      The elevator door opens, Joanna steps inside.

                            TED

                Do you want me to help you get a

                cab?

      Joanna shakes her head.  The elevator door closes behind

      her and it starts to descend.

      ON TED KRAMER--He stands for a moment, stunned, unable

      to move.  Then he turns and races back into the

      apartment.

15    THE CAMERA TRACKS WITH HIM as he rushes across

      to one of the living room windows, throws it open

      and leans out.

16    HIS P.O.V.: looking down to the street from the

      eighth floor. We SEE Joanna step off the curb and

      hail a passing taxi.

                            TED

                      (calling out)

                Joanna!?.. .Joanna?!

      Either she doesn't hear him or else she pays no attention.

      She gets into the cab, closes the door behind her and it

      drives away.

                                                 CUT TO:

17    INT. APT. - NIGHT

      ON TED--as he stands for a moment watching the taxi as

      it disappears.  Then, slowly, he closes the window,

      turns, and AS THE CAMERA TRACKS WITH HIM, walks into

      the bedroom.

      The bedroom is a mess: the closet door stands open,

      inside Joanna's section is empty except for some shoe-

      boxes and a few dresses that are scattered across the

      floor.  Several dresser drawers have been pulled out

      and their contents emptied.  HOLD IN A WIDE SHOT-as Ted

      wearily picks up one of the dresses and hangs it back

      on its hanger in its proper place, ready for Joanna's

      return.  As he continues straightening up the room,

      THE CAMERA SLOWLY FADES TO BLACK.

      FADE IN:

18    INT. LIVING ROOM - VERY LATE AT NIGHT

      WIDE SHOT--Ted Kramer paces back and forth, eyeing the

      phone.  Then, coming to a decision, he crosses to it,

      picks up the receiver and starts to dial.

                                                 CUT TO:

19    EXT. APT. BLDG. - LATE AT NIGHT

      WIDE SHOT--The building is dark except for the Kramer

      apartment which is ablaze with lights.  HOLD as we HEAR:

      Sound:  The phone ringing.  Then:

                            WOMAN'S VOICE

                      (obviously asleep)

                Huh.. .Hello?

                            TED

                      (righteous)

                All right, Thelma...That's it.

                I've had it.  You can call your

                good friend Joanna Kramer and tell

                her enough is enough, okay?  I

                mean, I don't know what I did,

                but you can tell her she's made

                her point.

                            WOMAN'S VOICE

                Ted, what are you talking about?!

                            TED

                Don't play innocent with me,

                Thelma.  You know perfectly

                well what's going on.

                            WOMAN'S VOICE

                      (exasperated)

                Ted, I don't understand a word

                you're saying.  Where's Joanna?

                            TED

                Ha!  You tell me.

      Sound-effect, as Ted slams down the receiver.

20    Instantly a light is turned on two floors below.

                                                 CUT TO:

21    INT. FOYER, KRAMER APT. - NIGHT

      ON THE FRONT DOOR--as we HEAR:

      Sound-effect:  the doorbell rings.

      A moment later Ted opens the door and THELMA PHILLIPS

      enters.  She is a neighbor (Apt. 6-B) and Joanna

      Kramer's best friend.  About four months ago Thelma

      and her husband Charley were divorced.  Until then the

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

      (Billy) being about the same age as the Phillips'

      daughter (Kim).  With the divorce, however, the Kramers

      tried to remain friends with both Thelma and Charley

      and that has caused a certain amount of friction.

      Thelma is an attractive woman in her mid-thirties.  She

      dresses well, works out religiously at Jack LaLanne's

      and goes to a therapist twice a week.  She is also given

      to acting the lay analyst with her friends.  Thelma is

      generous with her advice, sharing the wealth so to speak.

      With all of this she is kind, loyal and a loving friend.

      At the moment, however, she is all business.

                            THELMA

                      (looking around,

                       suspiciously)

                All right.  What's going on?

      ON TED--From his attitude it is clear that there is no

      love lost between them.

                            TED

                All right, Thelma, you want to

                know what's going on?  I'll tell

                you what's going on.  I'll tell

                you exactly what's going on.

                            THELMA

                Look, Ted, all I--

                            TED

                      (starting to

                       really roll)

                I came home tonight.  We just got

                the Fire and Ice account at the

                agency.  Do you know what that

                means?!  Do you understand

                what that means?  It means that

                it was maybe one of the five

                best days in my whole life.

                            THELMA

                Ted, all I wanted to know was

                where--

                            TED

                      (not letting her get

                       a word in edgewise)

                I walk in the house and before

                I can say "How are you?", "Did

                you have a nice day?" before I

                can say anything.   Pow she's

                out the door.

                            THELMA

                OhmyGod.  Didn't she say anything?

                She must've said something.

                            TED

                      (sarcastic)

                Yeah, she said it wasn't any

                use talking anymore.

                            THELMA

                Ted, don't be so hostile.

      Ted draws himself upright with the dignity of the

      Ambassador to the Court of St. James.  However, during

      the following, he begins pounding the pillows on the

      couch into shape with real vehemence.

                            TED

                Hostile?

                      (pow)

                Me?

                      (whack)

                Thelma, I'm not hostile.

                      (thud)

                I am anything but hostile.

                      (sock)

                But if you want to know what

                I am.  I'll tell you what I am.

                What I am is, I am hurt.  I am very

                hurt.  And I just want to know

                one thing, okay?  Just one thing

                ...Why?  That's all I want to

                know...Why?

                            THELMA

                      (how to say this)

                Ted, Joanna and I used to talk a

                lot and...well, she told me a lot

                of...ah, things about the two of

                you.

                            TED

                      (instantly nervous)

                Things? What kind of things?

                              THELMA

                      (clearly she knows

                       more than she's

                       willing to say)

                I mean...things.  Ted, Joanna's

                very unhappy and--

                            TED

                      (flash of anger)

                Listen, Joanna Kramer's got a

                goddamn good life.  She's got a

                husband that loves her.  She's

                got a terrific kid.  She's got

                a wonderful home--

                            THELMA

                      (getting mad herself)

                What d'you know about how Joanna

                felt?  You went off to an office

                every morning and you'd come

                dragging home at seven or eight

                every night and as long as dinner

                was on the table you thought

                everything was swell.

                            TED

                Did it ever occur to you guys

                that Joanna Kramer's not the

                easiest person in the world to

                live with?!  Did it?!  For one

                thing she's always thirty minutes

                late.  You can set your watch

                by it--

                            THELMA

                      (exasperated)

                So she's late.  What's the big

                deal.  That's just a way of saying,

                "Pay attention to me."

                            TED

                      (not listening)

                Two.  She is getting to be a real

                hermit or recluse or whatever it

                is you call it.  Thelma, do

                you know where I could be in

                this business if I had a wife

                that entertained or went out

                socially--

                            THELMA

                Oh for shit's sake, Ted, you are

                the most selfish human being I

                have ever met.  No wonder she

                said you came first, then Billy,

                then, if there was anything left

                over, she got the scraps.

                            TED

                Joanna said that?

      Thelma nods.

                            TED

                Then how come she never said

                anything like that to me?

                            THELMA

                Maybe she didn't feel like she

                should have to.  Maybe she

                felt like if you'd been paying

                any real attention to her to

                start with, maybe you would've

                noticed.

                            TED

                      (stung)

                Boy, you guys are really something,

                y'know?  I'd like to know one

                thing, okay--just one little

                thing.  Did you tell Joanna

                she should leave me?

                            THELMA

                      (stiffly)

                No.

      She turns and starts toward the front door, Ted at

      her heel.

                            TED

                Y'know something Thelma--you are

                the typhoid Mary of divorce.

                I mean it.  Joanna and I never

                had any trouble until you and

                Charley split up.

                            THELMA

                Ted, divorce is a terrible thing.

                I know, I went through it.

                You've got to believe I did

                everything I could to get Joanna

                to stay.

                      (pause)

                But I'll tell you something.

                You may not want to hear it,

                but it took a lot of courage

                for Joanna to do what she just

                did.

                            TED

                I'd like to know what the hell

                kind of courage it takes to walk

                out on your husband and your child?

      CLOSE ON THELMA--That stops her dead in her tracks.

      She had always assumed that Joanna took Billy with her

      when she left.

                            THELMA

                Joanna left Billy?  She didn't

                take him with her?

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

                            THELMA

                      (stunned, quiet)

                Oh Shit.

                                                 CUT TO:

      FADE IN:

22    EXT. KRAMER APT. BLDG. - EARLY MORNING

      WIDE SHOT--It is a beautiful sunny morning and the

      super stands in front of the building hosing down the

      sidewalk.  HOLD as a garbage truck enters FRAME and the

      garbage men begin loading sacks of trash into the back

      of the truck.  As it begins to grind up the garbage with

      an ungodly sound, THE CAMERA PANS UP TO THE EIGHTH

      FLOOR WINDOWS.

                                                 CUT TO:

23    INT. BILLY KRAMER'S BEDROOM - EARLY MORNING

      MED. SHOT--Billy Kramer lies in his bed, fast asleep.

      HOLD FOR A BEAT as we HEAR:

      O.S. Sound:  From the street below, the garbage truck

      grinding up garbage.

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

      feet and, AS THE CAMERA TRACKS WITH HIM, trudges

      sleepily out of his room, across the hall and into

      the bathroom.

24    INT. BATHROOM - EARLY MORNING

      As the child stands in front of the toilet, eyes closed,

      we HEAR:

      O.S. Sound-effect: as the child pees noisily.

      Then, when he is finished, he turns and, without bother-

      ing to flush the toilet, shuffles down the hall and

      into his parents' bedroom.

25    HIS P.O.V.:  The bed is empty, there is no sign

      that anyone has slept in it.

      ON BILLY--a look of suspicion on his face, he turns and

      starts back down the hall toward the living room.

26    INT. LIVING ROOM - EARLY MORNING

      As Billy enters, looks around.

      HIS P.O.V.: Ted Kramer, still fully dressed, looking

      like the wrath of God is asleep in the chair.

      ON BILLY--as he marches across to his father.

                            BILLY

                Where's mommy?

      ON TED--His eyes open, he looks around startled.

                            TED

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

      CROSS-CUTTING BETWEEN THEM:

                            BILLY

                      (suspicious)

                The little hand is on the six and

                the big hand is on the nine.

                Where is mommy?

                            TED

                      (trying to pull

                       himself together)

                Oh, Christ...Ah, yeah...you want

                to know why mom's not here, right?

      Billy nods.

                            TED

                      (bullshit)

                Okay, I'm going to tell you...

                It's like this.  Mommy and daddy

                had a little argument and mommy

                decided she wanted to go off by

                herself for a little while.  You

                know how sometimes you get mad

                and want to go off and be by

                yourself? Well, it's like that,

                okay?  Okay.

                      (subject closed)

                Now how about some breakfast?

      Ted struggles to his feet and THE CAMERA TRACKS WITH

      THEM as they start toward the kitchen.

                            BILLY

                When is mommy coming back?

                            TED

                      (lying)

                Soon.  Very soon.

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

27    HIS P.O.V.: There, on the kitchen cabinet is a

      box of "natural grain" cereal, a jar of honey, some

      wheat germ, and a banana, with carefully written

      instructions from Joanna underneath.

      ON TED--He takes one look at the note, crumples it

      up and tosses it in the wastebasket.

                            TED

                      (the camp counselor)

                I'll tell you what, kiddo--why

                don't I fix us some French toast?

                            BILLY

                      (impressed)

                Wow!  French toast, really?

                            TED

                      (the camp counselor)

                Sure.  Didn't I ever tell you

                French toast was my specialty?

                I'll bet I never told you that.

                Now then, the first thing we

                need is...

                      (trying desperately

                       to remember)

                ... eggs!  Right?

      Billy nods.  Ted opens the refrigerator and takes some

      eggs.

                            TED

                This is terrific ... isn't this

                terrific?

      As Ted begins the process of making French toast, it

      soon becomes obvious that he has no idea of what he is

      doing.  What follows is a symphony in incompetence on

      Ted's part.  He breaks the eggs into a bowl and ends up

      with most of the shell mixed up with the egg.  Then he

      takes a piece of bread and drops it into bowl.

                            TED

                      (saying it will

                       make it so)

                I'm having a good time...Are you

                having a good time?

      ON BILLY--watching all of this with increasing

      apprehension.

                            BILLY

                You forgot the milk.

                            TED

                      (still the camp

                       counselor)

                That's right.  You're absolutely

                right...It's been a long time

                since I made French toast.

      Ted takes a container of milk, pours it into the bowl

      so that it is filled to the brim.  Then he sloshes the

      bread around until it is half-dissolved.

                            TED

                Look at this, isn't this

                something?!

      He lops off a huge hunk of butter, drops it into an

      omelet pan and turns up the flame.

      ON BILLY--watching.  He looks as though he is about to

      throw up.

                            BILLY

                What about my orange juice?

                            TED

                      (the counterman)

                Right.  One O.J. coming up.

      He opens the refrigerator and starts to get the orange

      juice.  As he does, black smoke begins to billow

      ominously from the frying pan.

                            BILLY

                      (scared)

                Daddy!!!

      Ted turns, spots the smoke.

                            TED

                Don't worry.. .Everything's

                fine...

      He lunges for the handle of the frying pan, which by

      now is very hot.  He grabs it, lets out a howl of pain

      and the whole mess, frying pan, butter, bread, goes

      crashing to the floor.

      CLOSE ON TED--Suddenly all the rage comes pouring out.

                            TED

                Goddam! Son of a bitch!

      REACTION, BILLY--terrified.

      WIDE SHOT--as Ted kneels down and begins to clean up

      the mess.

                            TED

                      (to himself as much as

                       to Billy)

                It's okay.  It's gonna be okay...

                Everything's going to be all

                right.

                                                 CUT TO:

28    EXT. STREET - DAY

      ON A BUS--as it pulls to a stop.  The doors open and a

      stream of mothers and children get off.  Among them

      we spot Ted Kramer with Billy.  As they start across

      the street, Ted reaches down and takes hold of Billy's

      hand.  The moment they get to the far side, Billy

      takes his hand away from Ted's and wipes it on his

      pants.  Clearly Ted's hands are very sweaty.

      CLOSER IN ON THEM:  As they start down the block toward

      Billy's school.

      CLOSER IN ON THEM

                            BILLY

                When is mommy coming back?

                             TED

                Soon.  I told you before, very

                soon.

                            BILLY

                      (nervous)

                Will she pick me up after school?

                            TED

                No.  If I'm not here, you go

                home with Thelma and Kim.

                            BILLY

                What if she forgets?

                            TED

                      (weary)

                I'll call Thelma and remind her,

                okay?  Don't worry.

      They walk in silence for a few steps, then:

                              BILLY

                But what happens if she's on

                her way to school and she gets

                runned over by a truck and killed?

                What happens them?

      Ted looks at Billy in amazement.

      WIDE SHOT--as the two of them enter the school and

      disappear from view.

                                                 CUT TO:

29    INT. OFFICE, TED'S AGENCY- DAY

      ON THE ELEVATOR DOORS--as they open and Ted steps out

      looking like the wrath of God.  THE CAMERA TRACKS WITH

      HIM as he crosses the waiting room toward the inner

      offices.

      ON THE RECEPTIONIST--glancing up as he passes.

                            RECEPTIONIST

                      (cheerful)

                Congratulations, Mr. Kramer.

      ON TED--looking at her like she has lost her mind.

      Nevertheless he continues on, passing through swinging

      doors into a long corridor lined with secretaries'

      desks and offices leading off of it.  Suddenly a

      younger man rushes up, grabs Ted's hand and starts to

      pump it vigorously.

                            YOUNG MAN

                Terrific news, Ted.

      Another nut.  Ted smiles at the man, humoring him and

      continues toward his office.  O'Connor appears, throw-

      ing his arm around Ted, squeezing him in a bear hug.

                            O'CONNOR

                Hey...Look who was out celebrating

                last night.

      Suddenly Ted realizes that all these people are con-

      gratulating him for getting the Fire and Ice account.

                               TED

                      (trying to appear

                       nonchalant)

                Uh, Jim...Can I talk to you?

                                                 CUT TO:

30    INT. O'CONNOR'S OFFICE - DAY

      Ted and O'Connor sitting across from one another.

      O'Connor has just heard the news.

                            O'CONNOR

                Jesus Christ.  That's a real

                blockbuster.

                      (shakes his head)

                I always figured you guys had

                it made.

                            TED

                      (morose)

                You want to know the real

                kicker?  The real kicker is,

                for the first time in my life--

                the first time--I feel like a

                loser.

      O'Connor nods sympathetically.  Actually he is praying

      that Ted won't start to cry.

                            O'CONNOR

                      (stiff upper lip)

                Listen, don't let it get you down.

                      (doesn't believe

                       it for a second)

                You're going to be fine.

                            TED

                      (toujour gai)

                Me?  I've never been better.

                I mean having my wife walk out

                on me after seven years of

                marriage agrees with me just

                fine.

                            O'CONNOR

                Look, Ted, I'm the oldest whore

                on the beat, okay?  Three

                marriages, two divorces...You're

                gonna be okay.

                            TED

                      (wishful thinking)

                I'm going to be okay.  The way

                I see it, Joanna'll come home,

                it's just a matter of time.

                            O'CONNOR

                      (emphatically)

                She'll be back...

      Ted nods in agreement.  There is a beat of silence as

      both men consider Joanna's imminent return.  Then:

                            O'CONNOR

                      (trying to be tactful)

                But...just in case...I mean,

                just on the off chance she doesn't.

                What are you going to do about

                the kid?

                               TED

                     (the wind goes

                     out of him)

                I don't know, Jim.  This whole

                thing has happened so...Pow--

                like that.

                            O'CONNOR

                      (a friend having to

                       say something very

                       difficult)

                Look, it's none of my business,

                so you can tell me to butt out,

                okay?  But if you want my advice,

                you'll send Billy away to stay

                with relatives for a while.  Just

                until you get yourself straightened

                out.

                            TED

                      (doubtfully)

                I don't know, Jim...

                            O'CONNOR

                      (the Dutch uncle)

                Ted, this may sound a little

                rough, but we've just landed the

                biggest account in the history

                of this agency, right? And now

                it's up to us--that's you and me

                --to deliver the goods.  Ted,

                you're my main man, and if I

                can't depend on you a hundred

                and ten percent, twenty-four

                hours a day, because you're

                worried about a kid with a runny

                nose--

                            TED

                Jim, I appreciate what you're

                saying.  I mean it, but I really

                think Joanna's coming back.

      ON O'CONNOR--clearly he doesn't believe this.

                            O'CONNOR

                I hope you're right, Ted...I

                really hope you're right.

                                                 CUT TO:

31    INT. FOYER, KRAMER APT. - DAY

      INSERT: TIGHT ON AN ENVELOPE:  It is postmarked

      Denver, Colorado.  The letter is addressed to Billy

      Kramer and it is from Joanna.

      ON TED--as he rips open the letter.

                            TED

                Billy!

      ON BILLY--He sits in the living room watching television,

      a chocolate doughnut in one hand and a remote control

      device for watching television in the other.

      Off-screen Sound:  a Saturday morning kiddie program

      from the television set.

                            BILLY

                      (focused on T.V.)

                Uh, huh...

                            TED

                You got a letter from mom.

      Instantly, Billy turns down the volume of the

      television.

                            BILLY

                      (excited)

                When is she coming home?!

      ON TED--as he starts to read, slowly, carefully, so

      that Billy can absorb it.

                            TED

                "My dear, sweet Billy:  Mommy has

                gone away.  Sometimes in the

                world daddies go away and mommies

                bring up their little boys.  But

                sometimes a mommy can go away too,

                and you have your daddy to bring

                you up."

      As Ted continues to read, Billy starts turning up the

      sound on the television, using the remote control device.

                            TED

                      (raising his voice

                       so he can be heard)

                "I have gone away because I must

                find some interesting things to

                do for myself in the world.

                Everybody has to, and so do I.

                Being your mommy was one thing,

                but there are other things and

                this is what I have to do.  I

                did not get a chance to tell you

                this, and that is why I am writing

                you now."

      By now the volume from the television is so loud that

      Ted has to shout to make himself heard over it.

                            TED

                "I will always be your mommy and

                I will always love you.  I just

                won't be your mommy in the house.

                But I will be your mommy of the

                heart.  And I..."

                      (he looks up, about

                       to tell the child

                       to lower the volume)

                Billy.

      HIS P.O.V.: Billy sits, watching television with an

      almost ferocious intensity on his face, doing his best

      to block out Ted's voice.

      ON TED--He watches his son for a second, then carefully

      refolds the letter, puts it away.

                            TED

                      (as he reaches across,

                       turns down the sound

                       on the T.V.)

                It's okay...It's okay.  We'll talk

                about it some other time.

                                                 CUT TO:

32    INT. KITCHEN, KRAMER APT. - LATER THAT DAY

      CLOSE ON THELMA--reading Joanna's letter.

                            THELMA

                Oh, God...OhmyGod...

      She finishes the letter, looks up at Ted.

                            THELMA

                What are you going to do?

                            TED

                I don't know, Thel...This whole

                thing has happened so...Pow,

                like that.

                            THELMA

                I mean, what are you going to do

                about Billy?

                            TED

                      (stiff)

                I'm gonna keep him, why?

                            THELMA

                Look, this is nothing personal,

                but I don't think you can do it.

                            TED

                Thelma, I've lost my wife, I'm

                not losing my child.

                            THELMA

                      (backing off)

                All right...Okay...But let's

                get something straight, right now.

                I mean, I'm sorry about what

                happened between you and Joanna,

                but it's not my problem, understand?

      REVERSE ON TED--he nods.

      CROSS-CUTTING BETWEEN THEM:

                            THELMA

                I'm not going to have you calling

                every fifteen minutes just

                because you can't find a hot

                water bottle, understand?

      Ted nods.

                            THELMA

                I've got enough trouble raising

                my own kid.  I don't need another

                one.  Got it?

                            TED

                Got it.

                            THELMA

                You're on your own, understand?

                            TED

                I understand.

                            THELMA

                You're sure?

                            TED

                I'm sure.

      ON THELMA--a long pause, she looks at him with all the

      warmth of a top sergeant facing a raw recruit.  Then:

                            THELMA

                All right.  Who's Billy's

                pediatrician?

      ON TED--He hasn't the foggiest idea.

                            THELMA

                      (machine-gun delivery)

                Ed Davies.  230 East 76th Street.

                472-8227.  Fifty bucks a house

                call, thirty for an office visit.

                Write this down:  I'm not telling

                you twice.  What's the nearest

                hospital?

      ON TED--as he grabs a piece of paper and starts writing

      frantically.

                            TED

                Wait a minute!  Wait a minute!

                            THELMA

                      (not waiting)

                Lenox Hill.  77th Street between

                Park and Lex.  The emergency

                number is 327-0800.

                            TED

                Slow down...Slow down...

                                                 CUT TO:

33    INT. TED'S BEDROOM - DAY

      WIDE SHOT--Ted stands in the middle of the room, sorting

      out a huge pile of dirty clothes.  Thelma sits on the

      edge of the bed, watching.

                            THELMA

                Colors in one pile, white things

                in another and shirts in a third.

      In the BACKGROUND we SEE the bathroom door as it opens

      and Billy Kramer steps out, freshly bathed and wearing

      clean clothes.

                            THELMA

                      (without looking

                       around)

                Brush the teeth.  Hang up the

                towel and flush the toilet.

      Billy immediately turns on his heels and heads back into

      the bathroom.

                                                 CUT TO:

33A   INT. LIVING ROOM, KRAMER APT. - DAY

      CLOSE ON A SILVER CIGARETTE BOX--that is inscribed, "Ted

      and Joanna Kramer, Married April 4, 1970."  HOLD FOR A

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

      MED SHOT TED--as he takes the cigarette box and balances

      it on a stack of scrap books, photographs, ash trays,

      etc., etc., that he is carrying.  He crosses to another

      table, picks up a framed photograph of Joanna and Billy

      and piles that on top of everything.  We realize that

      Ted is going through the apartment from top to bottom

      and methodically cleaning out every trace of Joanna that

      he can find.

                                                 CUT TO:

33B   EXT. APARTMENT BUILDING - NIGHT

      ESTABLISHING SHOT

                                                 CUT TO:

33C   INT. LIVING ROOM, KRAMER APT. - NIGHT

      WIDE SHOT--as Ted goes through the room, picking up

      Billy's clothes which have been strewn every which way.

      THE CAMERA TRACKS WITH HIM as he carries them into

      Billy's room.

33D   INT. BILLY'S ROOM - NIGHT

      Billy is fast asleep, the only light coming from the

      night lamp on the dresser.  Ted dumps the soiled

      clothing in a hamper, hangs up Billy's jacket, then he

      neatly folds the boy's sweater and crosses to the dresser.

      CLOSER IN ON THE DRESSER--as Ted opens a drawer and

      starts to put the sweater away.  Suddenly he spots

      something.

                                                 CUT TO:

      HIS P.O.V.:  There, in the drawer, sitting on top of a

      pile of clothing is one of the photographs of Joanna that

      Ted put away this afternoon.  Billy has retrieved it and

      hidden it here, hoping that Ted wouldn't find it.

      CLOSE ON TED--as he takes a long look at the photograph,

      then turns to his son.

      HIS P.O.V.:  Billy asleep, tangled up in the covers.

      ON TED--He removes the photograph from the drawer,

      crosses to the bed and places it on the nightstand

      nearby so that Billy will be able to see the picture

      of Joanna when he wakes up in the morning.  He sits

      for a moment longer on the side of the bed and reaches

      across and smooths down his son's rumpled hair.

                                                 FADE TO BLACK:

34    INT. TED'S OFFICE - LATE AFTERNOON

      ON TED--clearly in a rush, loading his briefcase with

      work to do that evening.  He starts for the door and

      THE CAMERA TRACKS WITH HIM as he walks along the outer

      office corridor, heading for the elevator.  As he passes

      the door to O'Connor's office:

                            TED

                      (calling out)

                'Night, Jim.

                            O'CONNOR (O.S.)

                      (calling out)

                Hey, Ted.  C'mon in.  I wanna'

                talk to you.

      Reluctantly Ted stops, turns around and walks back to

      the door to O'Connor's office.

                                                 CUT TO:

35    INT. O'CONNOR'S OFFICE - LATE AFTERNOON

      O'Connor sits back in his chair, his feet propped on the

      desk a drink in one hand.

                            O'CONNOR

                      (jovial)

                What's the big rush.  C'mon in,

                put your feet up, have a drink.

      REVERSE ON TED--hanging in the doorway, clearly anxious

      to leave.

                            TED

                Can't do it tonight.  Gotta

                pick up Billy.  I'm late.

                            O'CONNOR

                      (paying no attention

                       to that)

                Listen, I heard a terrific joke

                today.  There's this Polish

                skydiver--

                            TED

                      (urgent)

                Sorry, Jim I've got to go.  I'll

                talk to you tomorrow.

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

      REVERSE ON O'CONNOR--Obviously displeased.  He sits for

      a moment, drumming his fingers on the desk top, then

      reaches for the phone and starts to dial.  A moment

      later:

                            O'CONNOR

                Murray?  Jim O'Connor, why don't

                you drop by and have a drink...

                                                 CUT TO:

36    EXT. OFFICE BUILDING - LATE AFTERNOON

      WIDE SHOT--as Ted emerges from the building, starts

      to hail a cab.

                                                 CUT TO:

37    EXT. APARTMENT HOUSE, EAST EIGHTIES -

      LATE AFTERNOON

      WIDE SHOT--as the cab pulls to a stop.  Ted leaps out

      and rushes inside.

                                                 CUT TO:

33    INT. HALLWAY, APARTMENT BLDG. - LATE AFTERNOON

      The elevator doors open and Ted steps out.  THE CAMERA

      PANS WITH HIM as he crosses to the doorway of an

      apartment, rings the bell.

      CLOSER IN--as the door is opened by a pleasant-looking

      woman in her thirties.  This is MRS. KLINE.  She has

      the slightly haggard look of someone who has just sur-

      vived a birthday party with eight five-year-olds.  In

      fact, behind her we SEE an abundance of crepe paper

      and balloons.

                            TED

                      (apologetic)

                Mrs. Kline, I'm sorry I'm late,

                but--

                            MRS. KLINE

                That's all right, but I'm afraid

                Billy was a little nervous...

                      (she glances O.S.)

      THEIR P.O.V.:  Billy, his coat on, his goody bag in his

      lap sits alone on a bench in the foyer.

      The moment he sees his father, he gets up and starts

      for the door.

                            BILLY

                      (to Ted, accusingly)

                You're late.

                            TED

                I'm sorry, pal, but I had a

                meeting and--

                            BILLY

                      (to Mrs. Kline,

                       anxious to get

                       away)

                Goodbye.

                            MRS. KLINE

                Goodbye, Bill.  Thank you for

                coming.

                      (calling out to her

                       son in the next room)

                Mark.  Say goodbye to Bill.

                            MARK (O.S.)

                       (preoccupied)

                Bye.

                            BILLY

                Bye.

      And he hustles his father out into the hallway.  Once

      door is shut behind them:

                            BILLY

                      (sullen)

                I was waiting a long time.

      By now they have crossed to the elevator. Ted rings

      the bell.

                            TED

                      (this ain't exactly

                       the greeting he's

                       expected)

                It wasn't so long, I'm only...

                       (checking his watch)

                ...twenty minutes late.

      The elevator doors open.

                            BILLY

                All the other mothers got here a

                long time ago...

      And the doors close, blocking them from view.

                                                 CUT TO:

39    INT. LIVING ROOM, KRAMER APT. - NIGHT

      WIDE SHOT--Ted and Billy sit at the dining table, a

      large pizza between them.  Ted is working hard, trying

      to establish some kind of rapport with his son.  Billy

      is silent, he picks at the slice of pizza in front of

      him.

                            TED

                      (more of the camp

                       counselor)

                How was school today?

                            BILLY

                Okay...Same as usual...

                            TED

                Billy, don't eat with your fingers.

                            BILLY

                      (morose)

                Sorry.

      There is a long beat of silence.

                            TED

                     (like pulling teeth)

                Well, I see the Yankees finally

                won a game.

                            BILLY

                Mom, I mean dad?

                            TED

                Yeah?

                            BILLY

                Can I be excused?  I'm not hungry.

                I think I'll go to bed.

                            TED

                Sure.  Too much birthday cake,

                right?

                            BILLY

                      (as he gets up from

                      the table)

                I guess...

      WIDE SHOT--as Billy shuffles off toward his room.   Ted

      sits for a beat picking at the food on his plate.

      THE CAMERA TRACKS WITH BILLY--as he gets up from the

      table and

40    walks into his room.  HOLD IN THE DOORWAY as he

      takes off his shirt and pants and leaves them lying

      on the floor.  The boy crosses to the closet, gets his

      pajamas and puts them on.

      REVERSE ON TED--standing in the doorway, watching.

                            TED

                Goodnight.

      ON BILLY--He starts to crawl into bed.

                            BILLY

                      (aloof)

                'Night.

      ON TED, THE CAMERA PANS WITH HIM--as he crosses to where

      Billy dropped his clothes on the floor, picks them up.

                            TED

                Listen, pal, I'm sorry, okay?

      Silence.

                            TED

                I know how you feel.

      Silence.

      Ted crosses, sits on the edge of the bed.

                            TED

                Look, I remember one time when.

                I was a couple of years younger

                than you are now and...I was

                staying with this cousin of mine

                and my parents were supposed to

                come and pick me up by three,

                but it got later and later and

                they didn't and they didn't show

                up and I remember I got really

                scared that something had happened

                to them and I remember when they

                finally came instead of being

                happy to see them I was very

                angry and...Billy, I promise I'll

                never do that to you again,

                okay?...

      Silence.

                            TED

                Billy?  Okay?

      C.U. BILLY--His face is turned to the wall.  HOLD FOR A

      BEAT as we SEE him nod.

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

      Note: The following scene, which is written as one,

      is actually to be played so that each time we cut back

      to the woman who is being interviewed as housekeeper,

      it is a different woman:  sometimes nervous and ex-

      cited, sometimes large and lugubrious, with six shopping

      bags, sometimes looking like a headmistress at Dachau.

      They are uniformly (until the last) unappetizing.

      Throughout this, we SEE Ted becoming increasingly

      desperate.

                            WOMAN

                      (looking around

                       nervous)

                It's very big...They didn't

                tell me it was this big.

                            TED

                       (apologetically)

                No...No, actually it's only two

                bedrooms.

                            SECOND WOMAN

                       (sniffing)

                Phew...This place is a real

                pig sty.

                            TED

                       (defensively)

                Look, my wife just walked out

                on me.  Okay?  It's been a tough

                week.

                            THIRD WOMAN

                Don't tell me your troubles,

                mister.  I got enough of my own.

42    Note:  With the FOURTH WOMAN we begin on a

      CLOSE-UP and PULL BACK to REVEAL that we are in

      Ted's office and it is the middle of the afternoon.

      INT. TED KRAMER'S OFFICE - DAY

                            FOURTH WOMAN

                The first thing is, I don't do

                floors.

      At that point the door behind her opens and O'Connor

      pokes his head in.

                            O'CONNOR

                Ted.

                            FOURTH WOMAN

                      (ignoring him)

                Or windows.  I come in at ten and

                I get Wednesdays off.

                            O'CONNOR

                Ted.

                            TED

                      (brisk)

                I'll be with you in a minute,

                Jim.

                      (back to the woman)

                You couldn't make that Saturday,

                could you?

                                                 CUT TO:

43    INT. LIVING ROOM, KRAMER APT. - NIGHT

      ON THE FIFTH WOMAN (MRS. WILLEWSKA)--She is a slightly

      built attractive woman in her early sixties.  There is

      a long pause as she looks around.

                            MRS. WILLEWSKA

                What kind of boy is your son?

      REACTION TED--This is the first person that ever asked

      about Billy.

                            TED

                      (taken aback)

                Well, he's...ah, he's a good kid.

                He's shy and...I think he's

                probably very creative and...

                            MRS. WILLEWSKA

                Could I see him?

                            TED

                Sure.  He's right in here.

      As they start toward the child's room.

                                                 CUT TO:

44    INT. BILLY'S ROOM - NIGHT

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

      the covers.  HOLD FOR A BEAT as the door opens and the

      light from the hall falls across the sleeping boy.

      ON THE DOOR--Ted and Mrs. Willewska stand silhouetted

      against the light.

                            MRS. WILLEWSKA

                Oh,...He's very beautiful.

      ON BILLY--as he stirs, in his sleep.

                            MRS. WILLEWSKA (O.S.)

                Mr. Kramer, you are a very lucky

                man.

      REACTION, TED--This is the first time since Joanna left

      that this has occurred to him.

                               TED

                Mrs. Willewska, could you start

                on Monday?

                                                 CUT TO:

45    INT. SUPERMARKET - DAY

      ON BILLY AND TED, TRACKING JUST IN FRONT OF THEM--as they

      wheel a shopping cart along the aisle.  Ted has a

      shopping list in his hand.

      Ted stops, takes a box of detergent off of the shelf,

      starts to put it in the shopping cart, when:

                            BILLY

                            (worried)

                Mom, I mean dad...

                            TED

                     (his mind elsewhere)

                Uh huh...

                            BILLY

                That's not the right soap.  We

                use the kind in the green and

                yellow box.

                            TED

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

                            BILLY

                      (firmly)

                We use the green and yellow.

      Ted looks at his son for a moment, then carefully

      replaces the detergent that he had originally picked

      and reaches for the green and yellow kind.  They continue

      on for several steps and Ted stops again, this time

      looking for a dishwashing liquid.  He starts to reach

      for one, stops, looks around at Billy.

      Billy shakes his head.

      Ted points to another.

                            BILLY

                      (shaking his head

                       again)

                The pink stuff.

      Ted takes a bottle of the pink stuff, puts it in the

      shopping cart and consults his shopping list.

                            TED

                Okay, what color cereal do we

                get?

                                                 CUT TO:

46    EXT. PLAYGROUND, CENTRAL PARK - DAY

      WIDE SHOT--It is that same afternoon and Billy (his

      clothes are much dirtier by now) is running back and

      forth with a group of other children.

                            MAN'S VOICE (O.S.)

                Walk him over to Bethesda Fountain

                and buy him an ice.

      ON TED--He sits on one of the playground benches, the

      work he took from the office stacked beside him on the

      bench.  Sitting next to him is a personable-looking man

      of about Ted's age.  He is nattily dressed in a suit

      complete with vest, tie and polished Gucci loafers.

      We will call him THE SATURDAY FATHER.

      Note:  The Saturday Father and his daughter (a pretty

      young girl of about ten) will appear from time to time

      throughout the film.  He is a divorced father, putting

      in his time, not giving a shit about the child.  The

      Saturday Father insists on treating Ted as though they

      were members of the same secret fraternity.  And he

      comes to represent Ted's nightmare of what might happen

      to him.

                            TED

                      (looking in the

                       direction of the

                       voice)

                What?

                            SATURDAY FATHER

                Walk him over to Bethesda Fountain,

                buy him an ice.  It'll kill

                twenty minutes.

                            TED

                I've got a lot more than twenty

                minutes to kill.

                            SATURDAY FATHER

                Tough...

                      (checking his watch)

                ...I get off duty at five-thirty.

                      (bored, anxious to

                      make conversation)

                How long you been divorced?

                            TED

                      (surprised)

                Three months.  How can you tell?

                            SATURDAY FATHER

                You've got that look.  My lady

                and I split two years ago in

                August and I'm an old pro at

                this shit.  First thing, stay away

                from the Children's Zoo.  It's

                pure hell--if I never see another

                chicken, I'll be happy.

                      (calling out to his

                       daughter O.S.)

                I'm here, darling.  Don't worry...

      CLOSER ON TED--finding this distinctly unpleasant.

      He glances around, looking for Billy.

      HIS P.O.V.:  The sprinkler area.  Other children are

      running around, but there is no sign of Billy.

                            TED

                      (calling out)

                Billy?

      HIS P.O.V.:  Another area of the playground.  Billy is

      nowhere in sight.

      WIDER ON TED--as he grabs his stuff and starts toward

      the exit of the playground.

                            TED

                      (louder)

                Billy?

      HIS P.O.V.:  Looking in another direction.  Nothing.

      WIDE ON TED--standing among a crowd of people just out-

      side the entrance to the playground.  He is looking

      around wildly.

                            TED

                Billy?!

      HIS P.O.V.:  There in the distance is Billy Kramer,

      running as hard as he can away from Ted.

      ON TED, TRACKING IN FRONT OF HIM--as he starts to chase

      after Billy.

      HIS P.O.V.:  TRACKING FORWARD--It is clear that Billy

      is running with a purpose.

                            TED (V.O.)

                Billy!

      Billy pays no attention to him.

      ON TED, TRACKING IN FRONT OF HIM--as he continues to

      chase his son.

      HIS P.O.V.:  TRACKING FORWARD--Closer now, we can SEE

      that ahead of Billy is a woman that, from behind, looks

      remarkably like Joanna.

      CLOSER ON TED--as he realizes what is about to happen.

      CLOSER ON BILLY--catching up to the woman.

                            BILLY

                Mommy!  Mommy!

      A moment later he gets close enough to grab onto her

      skirt.  As the woman turns around:

      C.U. WOMAN--quite clearly it is not Joanna.

      CLOSE UP BILLY--His face becomes impassive again.  All

      the excitement vanishes.

                            BILLY

                Oh.  I thought you were my mommy.

      C.U. TED--His face reveals all of the pain that

      Billy's can't.

                                                 CUT TO:

47    INT. CLASSROOM, NURSERY SCHOOL - DAY

      CLOSE ON A HOMEMADE CURTAIN--as it opens and Billy

      Kramer, wearing an outsized moustache, a makeshift cape

      and a stovepipe hat made from construction paper.  He

      stands for a moment, looking around, finally he spots

      someone, grins and begins waving.

      HIS P.O.V.:  across the room eighteen to twenty

      mothers (Ted Kramer is the only man present) are gathered,

      sitting on tiny chairs and at work tables watching as

      their children put on a show.

      ON BILLY--Suddenly he forgets his lines, looks around

      nervously.  A moment later a very pretty young teacher

      leans over, whispers in his ear.

                            TEACHER

                Ladies and gentlemen...

                            BILLY

                Ladies and gentlemen...

                            TEACHER

                Welcome to the greatest show on

                earth.

                            BILLY

                Welcome to the...

                      (he forgets again)

      REVERSE ON TED--He leans forward mouthing the words as

      the teacher prompts Billy.

                            TEACHER

                Greatest.

                            BILLY

                Greatest...

                            TEACHER

                Show.

                            BILLY

                Show...

                            TEACHER

                On earth.

                            BILLY

                On earth.

      Ted breathes a sigh of relief, his son having gotten

      through it.

      CROSS-CUTTING BETWEEN THE CHILDREN PUTTING ON THE SHOW

      AND TED KRAMER SITTING IN THE AUDIENCE WATCHING--A look

      of total pleasure on his face.  From time to time when

      Billy does something particularly difficult, Ted nudges

      the woman next to him.

      Note: In all of the shots of Billy we SEE the teacher

      there guiding, helping, over and over and over we cannot

      help but notice how attractive she is.  Toward the end

      of the show Ted's P.O.V. occasionally follows the teacher

      rather than the child.

                                             DISSOLVE TO:

      WIDE SHOT--The show is over and the parents and children

      mill around eating popcorn, drinking lemonade from paper

      cups.  Ted stands off to one side, talking to the teacher

      as Billy runs around.

      CLOSER IN ON THEM:

                            TEACHER

                Mr. Kramer, I just wanted to tell

                you what a wonderful boy your son

                is.

                            TED

                      (clearly attracted

                       to her)

                I don't know...I've been worried...

                      (glancing around,

                       making sure Billy

                       is out of earshot)

                I mean, with what he's been through

                and everything.  I--

                            TEACHER

                      (solicitously)

                No...No...Billy is doing just fine.

                               TED

                     (giving himself

                     a few points)

                Well, you know it's not easy

                raising a kid on your own and

                I thought if we could get

                together and, uh, discuss--

      At that moment one of the class mothers interrupts,

      reaches across Ted and takes hold of the teacher's hand.

                            WOMAN

                      (effusive)

                Barbara!  Congratulations!  When

                is the baby due?

                            TEACHER (BARBARA)

                Oh, God.  Not 'til August.

      CLOSE ON TED--inadvertently glancing at the teacher's

      stomach, nothing shows.

      ON THE TEACHER--as she turns back to Ted.

                            TEACHER

                Excuse me.  You said you wanted

                to talk, Mr. Kramer.

                            TED

                      (embarrassed)

                Yes, but...ah, not now...

                      (checking his watch)

                I've got an appointment...I forgot

                all about it...

      As Ted begins beating a hasty retreat,

                                                 CUT TO:

48    EXT. STREET - DAY

      ON TED, TRACKING IN FRONT OF HIM--as he walks down the

      street carrying a large and elaborate papier mache art

      thing that Billy made in school.

      CROSS-CUTTING BETWEEN TED AND HIS POV, as he manages to

      notice every single pretty girl that passes, thread his

      way through the crowd and still balance Billy's enormous

      work of art.

                                                 CUT TO:

49    INT. AGENCY - DAY

      ON THE ELEVATOR DOORS--as they open, Ted squeezes off

      and AS THE CAMERA TRACKS WITH HIM, he crosses the

      waiting room and enters the offices proper.  He pauses

      at his secretary's desk and deposits Billy's papier mache

      thing.  She jumps up from her desk, takes the papier

      mache thing and her notebook in hand, and follows Ted

      as he walks down the corridor towards O'Connor's office.

                            SECRETARY

                Mr. O'Connor called.  There's a

                meeting with the Revlon people

                in the board room and you're

                fifteen minutes late.

                            TED

                      (in a rush)

                I know....I know.

                            SECRETARY

                Mr. Schmidt can't have the figures

                on the television buy until Monday.

                            TED

                No.  Uh, uh.  Tell him I asked for

                it Friday.  I want it Friday.

                Period.

                            SECRETARY

                Mr. Lombardo from packaging wants

                to meet on Friday.

                            TED

                Fine.

50    By now they have reached the board room.  He

      enters without knocking, his secretary still in tow.

                            SECRETARY

                And Mrs. Kelsey called to ask

                if Billy can come to Stephanie's

                birthday party on Tuesday.

                                                 CUT TO:

50    INT. BOARD ROOM - DAY

      The room is filled with executives in three piece suits

      and O'Connor who is doing a lot of backing and filling.

                            TED

                      (as he enters)

                Yes.  Remind me to pick up a

                "Crying Chrissie" doll at lunch

                on Tuesday.

      ON O'CONNOR--Clearly he is very irritated at this.

                            O'CONNOR

                      (sardonic)

                If it's all right with you, Mother

                Kramer, can we get down to work

                now?

                                                 CUT TO:

51    INT. PHYLLIS BERNARD'S OFFICE - DAY

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

      everywhere.  In the midst of all this chaos sits PHYLLIS

      BERNARD, as we said before, she is about thirty, very

      pretty in spite of her glasses.

      ON PHYLLIS--She looks up as Ted enters.  It is clear

      from their attitude that they have known one another for

      a long time and are very relaxed together.

                            PHYLLIS

                Hello, Kramer.

      ON TED--He drops into a chair and shoves a stack of

      papers across the desk to her.

                            TED

                Hiya, Phyllis.  These are the

                Revlon contracts.  I thought

                you ought to check them out.

                            PHYLLIS

                Sure.

      She takes the papers and starts to rifle through them,

      stopping every so often and making a note in the margin.

      As she does, we notice that the second and third buttons

      of her blouse have come undone and that she is not wearing

      a bra.

      CLOSER ON TED--as he realizes this.

      ON PHYLLIS--She glances up to ask Ted a question about

      some point or other, notices the direction of his gaze

      and, unselfconsciously buttons up her blouse.

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

      ON PHYLLIS--not looking up from her papers.

                            PHYLLIS

                Yes.

                            TED

                      (baffled)

                Yes, what?

                            PHYLLIS

                      (looks up, serious)

                Yes, I'll have dinner with you.

                                                 CUT TO:

52    INT. TED KRAMER'S BEDROOM - LATE AT NIGHT

      ON THE BED--Although the room is dimly lit, we can SEE

      quite clearly that Ted and Phyllis are in bed together.

      They have finished making love and Ted lies back, half

      asleep.  Phyllis reaches across to the nightstand, puts

      on her glasses and checks her watch.

                            PHYLLIS

                Kramer, I've got to go.  I've got

                an eight o'clock closing tomorrow

                down on Centre Street.

                            TED

                      (half asleep)

                Mmmmnph...I'll get you a cab...

      But he makes no move to get up.

      Phyllis gets to her feet and in the dim light we can SEE

      that, except for her glasses, she is naked.

                            PHYLLIS

                      (as she crosses the

                       hall on the way to

                       the bathroom)

                That's okay.  It's just that I've

                got these clients that are--

                                                 CUT TO:

53    INT. BATHROOM - NIGHT

      There is Billy Kramer, standing by the toilet, buttoning

      his pajamas.  He looks up at Phyllis.

      His P.O.V.:  There stands Phyllis, naked as the day she

      was born, a look of stunned amazement on her face.

                            PHYLLIS

                      (softly to herself)

                Oh, God.

      Too startled to cover herself.

      ON BILLY--He looks her up and down, then:

                            BILLY

                      (very serious)

                Do you like fried chicken?

      ON PHYLLIS--suddenly remembering to cover herself.

                            PHYLLIS

                      (hoping desperately

                       it is the right answer)

                Ah.. .Yes.

      SHOT--Phyllis and Billy.

                            BILLY

                So do I...

      And he shuffles off to bed.  Phyllis waits, frozen until

      he disappears into his room.  Then, she turns and flees

      back into the bedroom.

                                                 CUT TO:

54    INT. BEDROOM - NIGHT

      ON PHYLLIS--as she bursts into the room, closes the door

      behind her, leans against it.

                            PHYLLIS

                      (eyes wide)

                I just met your son.

      ON TED--who has leapt out of bed and is scrambling into

      his pants.

                            TED

                Like that?!

      Phyllis nods.

                            TED

                And?

                            PHYLLIS

                He wanted to know if I liked

                fried chicken.

                            TED

                Do you?

      Phyllis nods rather frantically.

                            TED

                      (grinning)

                So what's your problem?

                                                 CUT TO:

55    INT. KITCHEN, KRAMER APT. - EVENING

      ON TED AND THELMA--stand side by side.  He is cutting,

      chopping, making some kind of stew.  Thelma stands

      nearby watching, sipping a glass of white wine.

      FROM O.S. we can hear Billy and Kim running around,

      playing.

                            TED

                You ever think about getting

                married again?

                            THELMA

                No, not really...

                      (she thinks for

                       a moment, then:)

                I guess it's different if you

                don't have children, but...I

                dunno, even if Charley and I

                don't live together, even if

                we're sleeping with other people,

                even if Charley was to marry

                again...He'd still be my husband.

                That stuff about "Till death do

                you part?"  That's really true.

                            TED

                      (nodding toward a

                       cookbook that is

                       propped open nearby)

                How many onions does it say to

                use?

                            THELMA

                      (without bothering

                       to look in the book)

                Three.  And add some basil.

                            TED

                      (as he does)

                D'you think you and Charley'll

                ever get back together again?

                            THELMA

                No.  I don't think so.

                            TED

                C'mon, Thel.  So Charley had a

                little fling.  So what? All in

                all he was a pretty good husband.

                            THELMA

                Look,  I know this isn't gonna

                make any sense, okay?  I mean

                forget the logic part...But I

                keep thinking if Charley really

                loved me, he wouldn't have let

                me divorce him.

                                                 CUT TO:

56    EXT. CENTRAL PARK - DAY

      WIDE SHOT--The Saturday Father and his daughter, clearly

      with nothing to say to one another, stand eating ices

      from a nearby vendor.  THE CAMERA PANS AWAY FROM THEM

      across to Billy, Ted and Phyllis.  She is dressed in a

      very nice suit, silk blouse, high heeled shoes and looks

      distinctly out of place in Central Park on a Saturday

      afternoon.

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

                            TED

                Now look, you hold it like this...

                      (he places Billy's hands

                       on the bat just so)

                ...and you swing like this...

                      (taking him through

                       the motions)

      ON PHYLLIS--watching.  She can't believe what she's

      seeing.  Finally, she can't stand it any longer.

                            PHYLLIS

                      (impatient)

                No, no, no, Kramer.  That's not

                how you do it.  Look....

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

      demonstrates.

                            PHYLLIS

                ...you hold it like this...

                     (showing him her grip)

                Farther down the bat.  And you

                swing like this...

                             (to Ted)

                Throw me one.

      ON TED--as he gives Billy a look that says, we have to

      humor her.  He throws a ball.

      ON PHYLLIS--as she swings, connects and slams a ball in

      a long, looping fly that goes at least two hundred feet.

      ON TED--watching the ball disappear in the distance,

      he turns back to Phyllis, open-mouthed.

      CLOSE ON PHYLLIS--Embarrassed, she grins, shrugs and

      hands the bat back to Billy.

                                                 CUT TO:

57    INT. O'CONNOR'S OFFICE - DAY

      WIDE SHOT--O'Connor, Murray and the Art Director are

      in O'Connor's office as the door opens and Ted enters,

      carrying a pile of papers, charts, graphs, etc., etc.

                            TED

                Okay, Jim.  Here's the report

                on.

      He stops in mid-sentence, looks around.

      HIS P.O.V.:  On the walls are a series of mock-ups of

      the various Fire and Ice ads, none of which are what

      Ted and O'Connor had agreed upon.

                            TED

                      (surprised)

                What the hell is this?

                            O'CONNOR

                      (innocent)

                Murray had some ideas about the

                Fire and Ice campaign and he had

                the art department make up a

                few roughs...

                      (weakly)

                I think they're kind of interesting.

                            TED

                      (bugged)

                I don't.  Jim, this isn't

                anything like what we talked

                about.  It's not even close.

                            MURRAY

                      (oily)

                Ted, basically it's still your

                concept.

                            O'CONNOR

                      (chiming in)

                Murray just added a few things,

                that's all.

                               TED

                Now hold it right there, I'm

                the one that went in and sold

                Revlon on this idea to start

                with, remember?  You said I

                was going to be--

      Sound-effect:     the phone rings.

      O'Connor picks it up.

      ON TED

                            O 'CONNOR

                Yeah?

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

                            O'CONNOR

                It's for you.

      ON TED--as he takes the receiver.

                            TED

                      (puzzled)

                Yes?

      Then, embarrassed, he turns his back and lowers his

      voice.

                            TED

                Look, Billy, I told you before,

                one hour of T.V. a day, that's

                the rule...No...

                      (clearly, Billy is

                       giving him an

                       argument)

                I don't care what the other

                mothers do...Listen, I can't

                talk now, I'm in a meeting...

                       (firm)

                Billy, I'll talk to you later,

                good-bye.

      Note:  during the phone call, the CAMERA PANS AWAY TO

      MURRAY & O'CONNOR, looks of bored condescension and smug

      superiority on their faces.

      Ted hangs up the phone and turns back around.

                            MURRAY

                      (smooth)

                Ted, I appreciate what you're

                saying, but I really think you're

                just too close to it right now.

                            O'CONNOR

                      (quickly)

                Murray's right.

                      (reassuring)

                Look it's just some ideas, okay?

                I mean nothing's locked in cement.

                I promise you this is your show...

      ON TED--Not very reassured.

                            O'CONNOR

                Trust me on this one, Ted...

                                                 CUT TO:

58    INT. LIVING ROOM, KRAMER APT. - NIGHT

      Ted is sitting at the dining room table, working.

      Spread out all across the table are layouts, rate

      sheets, etc., etc.  Billy sits across from him draw-

      ing on a pad with felt-tipped pens.  HOLD FOR A BEAT,

      then:

                            BILLY

                      (worried about some-

                       thing)

                Mom, I mean dad...

                            TED

                      (busy)

                In a minute...

      A beat of silence then:

                            BILLY

                What do you do when an elephant

                sits on your fence?

      Silence.

                            BILLY

                You get a new fence.

                            TED

                      (he hasn't heard a

                       word)

                C'mon, Billy.  I'm trying to

                work for God's sake...

      Another beat of silence, then Billy reaches for his

      glass of Hawaiian Punch and accidentally tips it over,

      spilling purple liquid across all of Ted's papers.

      Instantly, Ted is on his feet, yelling.

                            TED

                Goddamnit, can't you watch what

                you're doing!

      CROSS-CUTTING BETWEEN THEM:

                            BILLY

                     (quiet)

                I'm sorry.

                            TED

                Je-sus Christ!  I catch all kind

                of shit at the office because

                I'm not pulling my weight

                because I'm busting my butt

                trying to be a decent goddamn

                father and--

                            BILLY

                I'm sorry.

                            TED

                      (sardonic)

                That's terrific.  That's really

                terrific, but I notice I'm the

                one that's cleaning up this--

                      (noticing an

                       important paper

                       covered with

                       grape juice)

                Oh, crap, I'll have to do this

                one over.

                            BILLY

                      (starting to help)

                I'm sorry.

      By now there is nothing the boy can do right.

                            TED

                Look, it's after your bedtime,

                okay?  Just do me a favor and

                go to bed, okay?

      Billy gets to his feet, collects his stuff and

59    walks into his bedroom.  HOLD ON TED who sits

      for a moment, then gets wearily to his feet and

      as THE CAMERA TRACKS WITH HIM crosses to the door of

      Billy's room.  He stops in the doorway, looks O.S.

      HIS P.O.V.:  Billy struggling to get his pajamas on,

      having a hard time.

      CROSS-CUTTING BETWEEN THEM

                            TED

                Look, I'm sorry I yelled, okay?

                            BILLY

                      (quiet)

                That's okay.

                            TED

                It's just...I've been catching

                a lot of flack at the office...

                            BILLY

                That's okay...

60    INT. OFFICE - DAY

      ON THE DOOR TO O'CONNOR'S OFFICE--as it opens and

      Phyllis comes out.  In the B.G. in O'Connor's office

      we SEE O'Connor and Murray, talking, laughing.  THE

      CAMERA TRACKS ALONGSIDE PHYLLIS as she walks to Ted

      Kramer's office and opens the door without knocking.

                            PHYLLIS

                How about lunch, Kramer.  I'm

                buying.

                                                 CUT TO:

61    INT. RESTAURANT, MIDTOWN - DAY

      ON TED AND PHYLLIS--as they sit across from one another.

      A waiter stands over them, setting drinks in front of

      them.

                            WAITER

                Perrier and lime...

                      (placing a drink

                       in front of Phyllis)

                ...and scotch with soda.

                      (putting Ted's drink

                       in front of him)

      The waiter bustles away.

                            TED

                Okay, Phyllis, what's up?

                            PHYLLIS

                Kramer...

      She breaks off, uncertain whether or not to go on.

      Then, making up her mind, she reaches across, takes

      Ted's scotch and soda and drinks half of it down in

      one gulp.

                            PHYLLIS

                      (in a rush)

                O'Connor's out to get you.  He's

                going to take the Fire and Ice

                account away from you.

                            TED

                      (stunned)

                What?!?

      Phyllis nods.

                            TED

                      (angry)

                I don't believe it!  That's

                crazy!  Why would Jim do something

                like that?

      Phyllis polishes off the rest of Ted's drink.

                            PHYLLIS

                      (angry herself)

                You want to know why?  I'll tell

                you why...

                      (signaling to

                       the waiter)

                Another scotch and soda for

                the gentleman.

                     (back to Ted)

                I'll tell you exactly why.

                Because you're not his buddy

                anymore.  Because he can't

                count on you to sit around the

                office every night until eight

                or nine and shoot the shit with

                him.

                            TED

                I can't.  I've got Billy to

                take care of.

                            PHYLLIS

                      (exasperated)

                You dope.  O'Connor doesn't

                give a damn about Billy.  All

                he wants is somebody that'll

                hang around with him every night

                so he won't have to go home.

                            TED

                      (stiff)

                I don't believe you.

      The waiter sets Ted's drink on the table in front of him.

      He starts to reach for it, but Phyllis is quicker.

                            PHYLLIS

                      (taking a stiff drink)

                All right.  Okay.  But tell me

                something, Kramer.  Who do you

                think is palling around with

                O'Connor these days?

      Ted shrugs.

                            TED

                How should I know?

                            PHYLLIS

                Murray.

      REACTION, TED--stunned, but trying to be nonchalant.

                            TED

                So...what's so terrible about

                that?

                            PHYLLIS

                      (would like to take

                       him by the shoulders

                       and shake him until

                       his teeth rattle)

                Oh, for God's sake, Kramer.

                You have got to be the world's

                most naive human being.

                      (leaning forward)

                Murray has gone in and changed

                every single ad you've done on

                the entire Fire and Ice campaign.

                Every layout...Every idea...Every

                single thing, right down the line.

                            TED

                No.  No, I don't believe it.

                Jim O'Connor would never let

                anything like that happen.  He

                gave me my shot in this business.

                If it wasn't for Jim O'Connor I'd

                be--I don't know where I'd be.

                He's a wonderful man...

                            PHYLLIS

                      (apologetic for

                       having upset Ted)

                Kramer, I'm sorry.  All I was

                trying to do was--

                            TED

                      (cutting her off)

                I don't want to hear another

                word against him.  Not another

                word.  He's a wonderful man

                ...a wonderful man...

                                                 CUT TO:

62    INT. TED KRAMER'S OFFICE - DAY

      INSERT:  The finished proof of the ad that Murray had

      done, that Ted had seen in O'Connor's office.

      ON TED, TRACKING WITH HIM as he steams out of his door

      and marches along the corridor to O'Connor's office.

                            SECRETARY

                      (as Ted brushes past her)

                I'm sorry, Mr. O'Connor is in

                conference.

      But it is too late.  Ted barrels into O'Connor's office

      without bothering to knock.

                                                 CUT TO:

63    INT. O'CONNOR'S OFFICE - DAY

      O'Connor is alone in the office.  He looks up startled

      as Ted comes barging in.

                               TED

                      (furious)

                All right, Jim.  You said I was

                running this show, right? You

                said no decisions without my

                approval, right?

                     (brandishing the ad)

                Well what the hell is this?

                What's going on, Jim?

                            O'CONNOR

                      (embarrassed)

                Well, ah...I thought it over and

                I decided we're doing it Murray's

                way.

                            TED

                Jim, this is garbage.  This isn't

                anything like what we talked

                to Revlon about.  None of it.

                You can't--

                            O'CONNOR

                      (tough)

                That's my decision, Ted and that's

                final.

                                                 CUT TO:

64    INT. DINING AREA, KRAMER APT. - NIGHT

      ON BILLY--who sits looking down at the plate of food in

      front of him as though it was a coiled rattlesnake about

      to strike.

                            BILLY

                What is it?

      ON TED--preoccupied, jumpy.  He is eating, but he

      doesn't taste a thing.

                            TED

                Salisbury steak.

                            BILLY

                I hate it.

                            TED

                You don't hate it.  We had

                Salisbury steak last week

                and you liked it fine.

                            BILLY

                      (stubborn)

                No I didn't.  I hate the brown

                stuff.  It's gross.

                            TED

                      (strained patience)

                All it is is onions and gravy.

                            BILLY

                I'm allergic to onions.

                            TED

                You are not allergic of onions.

                You've had them lots of times.

                            BILLY

                      (sullen)

                I want a pizza.

                            TED

                      (trying not to lose

                       patience)

                No.  This is fine.  Just take

                a bite, you'll like it fine.

      Reluctantly, Billy takes a tiny bite.  He barely puts

      it in his mouth before he spits it out with a great

      show of being physically ill.

                            BILLY

                I think I'm going to throw up.

                            TED

                      (getting pissed off)

                Oh, for God's sake...Here.

      He reaches across and scrapes most of the sauce off of

      the meat.

                            TED

                There, okay? Now that's just

                plain old hamburger.

                            BILLY

                Some of the brown stuff is still

                there.

                            TED

                      (through clenched

                       teeth)

                Then eat around it.

                            BILLY

                No.

                            TED

                      (anger building)

                Now listen to me, young man.

                Do you know what I had to go

                through to put this goddamn

                food on the goddamn table?

                            BILLY

                      (obstinate)

                I don't care.  I hate it.  I

                want pizza.

                            TED

                      (blowing up)

                Not on your life.  That's it.

                I've had it with crap around

                this house.  From now on, no more

                pizza!  Get it?  Starting right

                now you can eat real food like

                a normal human being!

                            BILLY

                No!

      By now both of them are out of control.

                            TED

                You want to know something?!

                You are a spoiled selfish little

                brat!  Now eat--

      Billy takes his plate and looking his father straight

      in the eye deliberately overturns it, spilling food

      everywhere.

      ON TED--He is out of his chair like a shot, crosses to

      Billy and jerks him to his feet.

                            TED

                      (yelling)

                Goddamnit!  Go to your room!

      He half-carries, half-drags the child kicking and

      screaming into his room.  THE CAMERA TRACKS ALONGSIDE

      THEM.

                            BILLY

                      (at the top of his

                       voice)

                Owwww...You're hurting me...

                You're hurting me...I hate you

                ...I hate you...

                            TED

                      (seething)

                You're no bargain either, pal.

                            BILLY

                I want my mommy...I want my

                mommy..

65    By now they have reached Billy's room.  Ted dumps

      him on the bed unceremoniously and starts out of

      the room.

                            BILLY

                      (sobbing)

                I want my...mm...ommy...I want

                mmmy...mommy...

                            TED

                      (at the door)

                Tough shit.  You're stuck with

                me.

      And he slams the door behind him.

                                                 CUT TO:

66    WIDE SHOT--the dining area.  Ted sits down

      and tries to resume his meal alone.

                            BILLY (O.S.)

                      (sobbing, fighting

                       to catch his breath)

                I want my...mmmo...mmmy.  I want

                mmmy mmo...mmy...

      CLOSER IN ON TED--as he lifts his glass to take a

      drink and we can SEE that he is shaking like a leaf.

                                                 CUT TO:

67    INT. KITCHEN - NIGHT

      ON TED--as he finishes doing the last of the dishes,

      dries his hands and looks around to make sure that

      everything has been put away.  He flips off the light

      and, as THE CAMERA TRACKS WITH HIM, he walks from room

      to room, turning off the lights, until he reaches the

      door to Billy's room which is still closed.  Ted

      hesitates for a moment, then eases open the door and

      steps inside.

                                                 CUT TO:

68    INT. BILLY'S ROOM - NIGHT

      TED'S P.O.V.:  Billy lies sprawled across the bed, all

      tangled up in the covers.

      ON TED--as he crosses to the sleeping child and starts

      to straighten the covers.

                            BILLY

                      (tentatively)

                Daddy?

                            TED

                      (all anger gone)

                Yeah?

                            BILLY

                I'm sorry...

                            TED

                      (kisses him)

                That's okay, pal.  Go back to

                sleep.  It's very late.

      He starts to get up, when:

                            BILLY

                Daddy?

                            TED

                Uh huh?

                            BILLY

                      (very quiet)

                Are you...gonna go...away?

      ON TED--stunned at the question.

                            TED

                Of course I'm not going away.

                I love you very much.  I'll

                be right here.

      There is a beat of silence, then:

                            BILLY

                     (it comes pouring

                      out)

                That's why mommy left...isn't

                it?  'Cause I was bad...

      The boy begins to weep.

                            TED

                      (he puts his arm

                       around Billy and

                       holds him close)

                Oh, Christ...Oh, Christ...

                      (he thinks for

                       a moment, then:)

                No, pal.  Your mom loves you

                very much.  The reason she left

                didn't have anything to do with

                you.

                       (pause, this is

                        very painful)

                Look, I don't know if this will

                make any sense to you, okay?

                But I'll try and explain.  You

                see the reason your mom left

                was because...Well, I guess it

                was because I kept trying to

                make her into a certain kind of

                person...Make her be the way I

                thought a wife was supposed to

                be.  Only she wasn't like that.

                She was...

                     (smiles to himself)

                Well, she wasn't like that.  And

                now, when I think about it, I

                can see she tried very hard to

                be like I wanted--very hard.

                And when she couldn't, then

                she tried to tell me about it.

                Only I wouldn't listen.  I guess

                I thought that if I was happy,

                that meant she was happy too.

                Only she wasn't.  The truth is,

                the only reason she didn't leave

                a lot sooner was because she loves

                you so much.  Joanna stayed until

                she couldn't stand me any longer

                and then she left...But it wasn't

                you, pal.  It wasn't you.

      There is a long beat of silence as Billy thinks about

      this.  Clearly an enormous burden has been lifted from

      his shoulders.  Finally:

                            BILLY

                Is mom ever coming back?

                            TED

                You mean for good?

      Billy nods.

                            TED

                I don't think so.

                            BILLY

                      (thoughtfully)

                Oh...

      Ted gets to his feet, starts for the door.

                            TED

                Now go to sleep.  It's very late.

                            BILLY

                Good night.

                            TED

                Sleep tight.

                            BILLY

                Don't let the bedbugs bite.

                            TED

                See you in the morning light.

                            BILLY

                Dad?

      Ted pauses in the doorway, smiles.

                            TED

                Yes?

                            BILLY

                I love you...

                                                 CUT TO:

69    EXT. CENTRAL PARK - DAY

      A SERIES OF TRACKING SHOTS--as Ted runs along beside

      Billy, who is learning to ride a bike.  Then, in the

      last shot, Ted lets go of the bike and runs along just

      behind.  Slowly as Billy gains confidence he speeds up,

      leaving Ted farther and farther behind.  Finally, as

      Billy glances over his shoulders.

                                                 CUT TO:

      TED'S P.O.V.:  As the boy, by now a considerable distance

      away, turns and waves.

      ON TED--Waving back, a grin of enormous pride on his

      face.  He glances around, embarrassed to make sure no

      one is watching and wipes tears from his eyes.

                                                 CUT TO:

70    EXT. STREET - DAY

      ON A BUS--as it pulls to a stop and a mob of mothers

      and children get off.  Among them we spot Billy and

      Ted Kramer.  THE CAMERA PANS WITH THEM as they cross

      the street and enter the school building.  THE CAMERA

      CONTINUES IT'S PAN across the street, to a Coffee Shop

      with large plate glass windows facing the school.

      There, standing in the window, watching, is Joanna

      Kramer.  HOLD As THE CAMERA SLOWLY ZOOMS IN ON HER and

      we SEE a look of overwhelming pain on her face.

                                                 CUT TO:

71    EXT. PLAYGROUND, CENTRAL PARK - AFTERNOON

      ON TED AND THELMA--sitting on a bench, the area around

      them is stacked high with toys that the kids have

      brought with them to the park.

      O.S. we can HEAR Billy and Kim racing around, playing.

                            TED

                      (a little too casual)

                Thel, you ever hear from Joanna?

                            THELMA

                      (also with deliberate

                       nonchalance)

                Not for a couple of months.

                The last time I heard from her

                she was living in San Francisco.

                            TED

                      (surprised)

                California?

                            THELMA

                      (watching him)

                Uh, huh...She said she had a

                good job, was playing a lot of

                tennis.  She wanted to know

                all about Billy.

      There is a beat of silence, then:

                            TED

                      (the real question)

                She ever ask about me?

                            THELMA

                     (lying)

                Uh, huh...Yeah...

                            TED

                What d'you tell her?

                            THELMA

                I told her you're doing a

                pretty good job.

                            BILLY (O.S.)

                Daddy!  Daddy!

      Ted glances around:

      HIS P.O.V.:  Billy and Kim are standing near the jungle

      Jim.  Billy has a toy airplane in his hand.

                            BILLY

                Daddy, look!  Presenting Billy

                Kramer's Fantastic Superjet!

      And he begins to race around the area, making jet

      noises and holding the airplane in his hand.

      REVERSE ON TED--watching him, smiling.

      ON BILLY--weaving in and around the benches.  He

      turns and starts back towards Ted.  As he does:

      QUICK CUT:  INSERT:  Billy's foot, as he trips.

      ON BILLY--as he starts to fall, still holding onto the

      airplane.

      QUICK CUT, TED--watching, horrified.

      ON BILLY--as he hits the concrete.

      ON TED--He leaps to his feet, starts toward the boy.

      ON BILLY--as he looks up.

      JUMP CUT IN, TO EXTREME CLOSE UP--There is a terrible-

      looking gash running from his cheek into his hairline.

      Kim screams at the sight of the blood.

                            BILLY

                     (terrified)

                Daddy!

                                                 CUT TO:

72    EXT. ENTRANCE TO CENTRAL PARK - AFTERNOON

      ON THE ENTRANCE--as Ted, carrying Billy, wrapped in his

      coat, comes barreling out of the park, nearly knocking

      over several people with shopping bags, and begins

      running like hell WITH THE CAMERA TRACKING JUST IN

      FRONT OF HIM.  In the B.G. we SEE Thelma and Kim chasing

      after him.  THE LENGTH OF THE TRACKING SHOT SHOULD BE

      MUCH LONGER THAN WE EXPECT.  IT SHOULD, IN FACT, COVER

      THE THREE CITY BLOCKS BETWEEN THE KRAMER APARTMENT AND

      THE HOSPITAL, ACROSS STREETS WITHOUT STOPPING FOR THE

      LIGHT, ALONG CROWDED SIDEWALKS WITHOUT STOPPING, ENDING

      FINALLY ON THE EMERGENCY ENTRANCE TO THE HOSPITAL.  IT

      MUST BE GENUINELY SUPERHUMAN, GENUINELY HEROIC.

                                                 CUT TO:

73    INT. EXAMINATION ROOM, EMERGENCY SECTION,

      HOSPITAL - DAY

      ON TED KRAMER--He is covered with Billy's blood, it is

      on his face, his shirt, his trousers.  At the moment 'he

      stands helpless, watching as, Off-Screen, a surgeon

      examines Billy's wound.

                            SURGEON (O.S.)

                      (calm, reassuring)

                That's good, Billy...That's a

                brave boy...Now then, how's that?

                Now we've cleaned it out...

      WIDER SHOT--Billy lies on the examining table with the

      doctor bending over him.

                            SURGEON

                There.   That wasn't so bad, was

                it?

      Billy doesn't say anything.

                            SURGEON

                Now then, you just wait here,

                Billy.  I want to talk to your

                dad for a minute.

      The doctor motions for Thelma to wait with Billy and he

      crosses to Ted who stands in the doorway.

      CLOSER IN ON THEN

                             SURGEON

                      (low voice, again calm

                       and reassuring)

                Your boy is very lucky, Mr.

                Kramer.  One inch over and it

                would have caught the eye.

      REACTION TED

                            SURGEON

                But I'm going to have to take

                some stitches.

                            TED

                      (flat)

                How many?

                            SURGEON

                Ten.

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

                            SURGEON

                Because of the position of the

                wound and your son's age, I

                don't think there will be much

                of a scar.  Otherwise I'd call in

                a plastic surgeon.

      Ted nods.

                            SURGEON

                Now, I'd advise you to wait

                outside.  It'll be eas--

                            TED

                     (like a shot)

                No.

                            SURGEON

                      (reasonable)

                Mr. Kramer, there's--

                            TED

                      (softly, but with

                       real vehemence)

                Fuck you.  He's my son.  I'm

                staying with him.

                                                 CUT TO:

      CLOSE ON TED--He holds his son tightly while the doctor

      stitches up the boy's wound.  From THIS CAMERA ANGLE

      we can SEE Ted's face, but only the back of Billy's

      head.  Although we do not see the stitches being made,

      we do SEE the doctor's hand, with the needle and

      surgical thread as it moves into and out of view with

      a slow, steady rhythm.  Billy's hand clutches Ted's so

      tightly that the knuckles are white.

                            BILLY

                      (softly, as each

                       stitch is taken)

                Ohhh...Ohhhh...Ohhhhh...

                            TED

                      (whispering to his

                       child)

                It's okay, son...I'm here...

                Just a little more to go...

                Don't worry, son...I'm here...

                                             FADE TO BLACK:

74    EXT. KRAMER APT. BLDG. - NIGHT

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

                                                 CUT TO:

75    INT. BILLY'S ROOM - NIGHT

      ON BILLY--He lies in bed, fast asleep, his head swathed

      in bandages.  THE CAMERA PANS AWAY FROM HIM across to

      Ted, who sits in a nearby rocking chair, watching his

      son.  HOLD FOR A BEAT, then Ted gets to his feet, walks

      quietly to the door and steps out into the hall, closing

      the door behind him.

                                                 CUT TO:

76    INT. KITCHEN - NIGHT

      WIDE SHOT--Thelma having washed and dried the dishes is

      now wiping off the top of the counter top, more to keep

      busy than anything else.  She looks around as Ted enters.

                            THELMA

                How is he?

      REVERSE ON TED--standing in the doorway.  He hasn't

      changed his clothes and he is still covered with blood.

                            TED

                      (nods)

                He's okay...Thel, can I ask you

                a favor?

                            THELMA

                Sure.

                            TED

                I don't mean a little favor.

                mean a big F favor.

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

      at her.

                            TED

                Thelma, if I die--

                            THELMA

                      (aghast)

                What?

                            TED

                      (quickly)

                I didn't say I'm going to die,

                but if I should--

                            THELMA

                      (deeply upset)

                Don't say that!  I don't want to

                hear you say that!

                            TED

                      (firmly)

                Thel, listen to me.  If, on the

                million to one shot that I

                should--

                      (correcting himself)

                That anything should happen to

                me.  Would you take care of

                Billy?

                            THELMA

                      (amazed)

                Me?!  You want me to take care

                of Billy?!

                            TED

                I thought about it a lot and

                you're the only person I know

                that I trust with him.  I mean,

                if anything happened to me,

                he'd be okay with you.  You're

                a good mother.

      Silence.  Thelma looks away from him.

                            TED

                      (hastily)

                I know it's not an easy thing to

                answer.

      Silence.  She still cannot look at him.

                            TED

                Look, if it's too much

                responsibility--

      Thelma nods, unable to speak.

                            TED

                You're sure?

      She nods again.

                            TED

                Thank you, Thel.   Thank you

                very much.

                                                 CUT TO:

77    INT. BILLY'S ROOM - EARLY MORNING

      MED. SHOT ON BILLY--as he lies in bed asleep.  Some time

      has passed and Billy's bandage is much smaller.  HOLD ON

      HIM as we HEAR

      O.S. Sound:  From the street below, the regular six-

      forty-five garbage truck that serves as Billy's alarm

      clock.

      HOLD ON BILLY as he wakes up, struggles to his feet.

      THE CAMERA TRACKS WITH HIM as, eyes closed, he stumbles

      into the bathroom, pees, and still not remembering to

      flush the toilet walks into the bedroom and wakes his

      father.  As the child turns and walks toward the

      kitchen, THE CAMERA HOLDS ON TED.  He heaves himself

      to his feet and, eyes closed, in much the same manner

      as his son, stumbles into the bathroom.  He automatically

      flushes the toilet without bothering to look, walks

      into the living room, opens the front door and picks

      up the paper.  As he starts into the kitchen, he meets

      Billy coming the other way carrying two plates, a

      doughnut on each.

      THE CAMERA NOW TRACKS WITH BILLY as he walks into the

      living room, carefully sets the plates on the dining

      table, crosses to the television set, and turns it on.

      He returns to the table, and sits down as Ted appears

      carrying two glasses of orange juice and vitamins.  He

      takes a seat in the chair opposite Billy and opens his

      paper and starts to read.

      HOLD ON THEM as they sit without talking, eating their

      breakfast--the only sound, a children's cartoon program

      coming from the T.V.  From time to time Ted glances up

      from his paper to look across at the cartoon.

      HOLD ON THEM as we SEE that they have become roommates

      in the best sense of the word.

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

      WIDE SHOT--It is a gray, cloudy day in mid-November.

      Snow is falling.

      Sound-effect:  a telephone ringing.  Then:

                            TED'S VOICE

                Hello?

                            JOANNA'S VOICE

                Ted?

                            TED'S VOICE

                Joanna?

                                                 CUT TO:

79    INT. RESTAURANT, ISLE OF CAPRI - NIGHT

      ON THE DOOR--as Ted enters, looks around.  The Maitre

      d'hotel approaches.  From his attitude, it is clear

      that Ted and Joanna were regular customers.

                            MAITRE D'HOTEL

                Good evening, Mr. Kramer.  We

                haven't seen you for a long time.

                Mrs. Kramer, she waits for you

                in the back.

                            TED

                Thank you, John.

      THE CAMERA TRACKS WITH TED as he walks toward the back

      room of the restaurant.  Several waiters approach and

      say hello, the piano player looks up and smiles.  As

      he reaches the door to the back room.

                                                 CUT TO:

80    INT. BACK ROOM

      TED'S P.O.V., JOANNA:  She sits against the wall, a

      glass of white wine in front of her.  She is dressed

      simply and no longer has a tan.  Nevertheless, Joanna

      is still stunningly beautiful.  HOLD ON HER FOR A BEAT

      as she looks up, smiles.

      ON TED--He stands watching her, his knees weak.  It is

      impossible not to fall in love with her all over again.

      TWO SHOT--as he crosses to her table, sits down.

                            JOANNA

                Hello, Ted.  You look well.

                            TED

                So do you.

      The waiter appears, carrying a scotch and soda.  He

      sets it down on the table in front of Ted.

                            WAITER

                The usual, Mr. Kramer.

                               TED

                      (not taking his eyes

                       off Joanna)

                Thanks, Gino.

      The waiter nods and promptly disappears.

                            JOANNA

                How's the new job?

                            TED

                Fine.

      There is a self-conscious pause.  From the bar, the

      piano player begins playing a new song.  From Ted and

      Joanna's reaction, it is clearly a song that has meant

      a great deal to them in the past.  They listen for a

      moment, then:

                            TED

                Look at us, Joanna.  Just like

                any old married couple having

                dinner.  Who would believe it.

                            JOANNA

                Yes...How's Billy?

      ON TED--The question he has been dreading.

                            TED

                He's  great...except...

                      (not looking at

                       her)

                ...Except he had...he fell and

                he cut his face. He...He has a

                scar, Joanna, from about here to

                here.

                      (indicating where

                       and how big)

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

                            TED

                     (he has to say it

                     to someone)

                I can't help but feel somehow...

                it's my fault.  I keep thinking

                I could've done something--

                stopped it...

                            JOANNA

                You can't tell it from a distance,

                Ted.

      For the first time he looks up at her.

                            TED

                What?

      CROSS-CUTTING BETWEEN THEM

                            JOANNA

                I've seen him.

                            TED

                You have?

                            JOANNA

                A few times.  Sometimes I sit in

                that coffee shop across the street

                and watch when you take him to

                school.

      ON TED--speechless.

                            JOANNA

                He looks like a terrific kid.

                            TED

                He is...

                      (he still can't get

                       over it)

                You sat in that coffee shop

                across from school--

                            JOANNA

                      (completing the sentence)

                Watching my son...Ted, I've been

                living in New York for the past

                two months.

                            TED

                      (amazed)

                You've been living here, in

                the city?

                            JOANNA

                      (a deep breath)

                Ted...The reason I wanted to see

                you...I want Billy back.

                            TED

                You want what?!

                            JOANNA

                      (firm)

                I want my son.  I'm through

                sitting in coffee shops looking

                at him from across the street.

                I want my son.

                            TED

                Are you out of your mind?!

                You're the one that walked out

                on him, remember?

                            JOANNA

                      (trying to explain)

                Ted, listen to me...You and I,

                we had a really crappy marriage--

                      (hastily)

                Look, don't get so defensive,

                okay?  It was probably as much

                my fault as it was yours...

                Anyway when I left I was really

                screwed up--

                            TED

                Joanna, I don't give a--

                            JOANNA

                        (she will be heard)

                Ted, all my life I'd either been

                somebody's daughter or somebody's

                wife, or somebody else's mother.

                Then all of a sudden, I was

                a thirty-two-year-old, highly

                neurotic woman who had just

                walked out on her husband and

                child.  I went to California

                because that was about as far

                away as I could get.  Only...

                I guess it wasn't far enough.

                So I started going to a shrink.

                      (leaning forward,

                       very sincere)

                Ted, I've had time to think.

                I've been through some changes.

                I've learned a lot about myself.

                            TED

                      (like a shot)

                Such as?

      Silence.

                            TED

                      (boring in)

                Come on, Joanna, what did you

                learn?  I'd really like to know.

      Silence.

                            TED

                      (relentless)

                One thing, okay?  Just tell me

                one goddam thing you've learned.

      There is a beat of silence, then:

                            JOANNA

                      (quiet, determined)

                I've learned that I want my son.

      ON TED--He reacts as though he has been slapped.

                            TED

                Joanna, go be a mother.  Get

                married, have kids.  Don't get

                married, have kids.  Do whatever

                you want.  I don't give a damn.

                Just leave me out of it--and

                leave my baby out of it.

                            JOANNA

                Ted, if you can't discuss this

                rationally--

                            TED

                      (getting to his feet)

                Joanna, go fuck yourself!

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

      the restaurant.

                                                 CUT TO:

81    INT. LAWYER'S OFFICE - DAY

      WIDE SHOT--A large, very plush office: lots of

      antiques, beautiful nineteenth century paintings on the

      wall along with autographed photographs of at least

      three ex-Presidents of the United States.  Sitting

      behind a large and imposing desk is JOHN SHAUNESSY,

      a handsome, formidable man in his early sixties.  He

      is well-dressed, a cornflower in his buttonhole, that

      sort of thing.  At the moment, Shaunessy leans back

      in his chair as Ted finishes his story.

                            TED

                      (leaning forward,

                       intense)

                Look, she walked out on her own

                child, right?  That's desertion,

                right? Mr. Shaunessy, I'm

                telling you it's an open and

                shut case.

                            SHAUNESSY

                First, there's no such thing

                as an open and shut case.

                Especially where custody is

                involved.  Got it?

      Ted nods.

                            SHAUNESSY

                Second, the burden is on us to

                prove your ex-wife is an unfit

                mother.  That means I'm going to

                have to play rough and, if I

                play rough, you can bet they

                will too.  Can you take that,

                Mr. Kramer?

      Ted nods.

                           SHAUNESSY

                Third, it'll cost you five

                thousand dollars.

      REACTION TED--That's an astronomical amount of money

      to him.

                            SHAUNESSY

                That's if we win.  If we lose,

                you could end up having to pay

                your wife's court costs as well.

                            TED

                     (determined)

                Fine.

                            SHAUNESSY

                Good.  You've hired yourself

                a hell of a lawyer, Mr. Kramer.

                     (down to business)

                How old is the child?

                            TED

                Six.

      ON SHAUNESSY--He shakes his head.

                            SHAUNESSY

                That's tough.  In most cases

                involving a child that young,

                the court tends to side with

                the mother.

      ON TED--agitated.  This is not what he wanted to hear.

                            TED

                But she signed over custody.

                Here...

      He digs in his pockets, pulls out a piece of paper and

      thrusts it at the lawyer.

                            SHAUNESSY

                      (glancing at it)

                I'm not saying we don't have a

                shot, but it won't be easy...

                      (thinks for a moment)

                Mr. Kramer, do me a favor.  There

                is something I find very helpful

                in matters like this.  I sit

                down and make a list of all the

                pros and cons on an issue.

                I actually write them down and

                look at them.  I want you to

                do that, okay?  Then, after

                that, if you're really sure you

                want to retain custody of

                your child--then we'll go in

                there and whip their asses.

                                                 CUT TO:

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

      WIDE SHOT--Ted sits at the dining table, the supper

      dishes have been pushed aside.  He has a legal pad in

      front of him and is writing.  THE CAMERA DOLLIES IN

      CLOSER.

      INSERT, TED'S P.O.V.:  The legal pad.  On one side

      Ted has written "Pro" and on the other, "Con."  Under-

      neath "Con" Ted has written a long list of the draw-

      backs involved in keeping Billy:  Sex Life, Money,

      Possibility of Remarriage, Sleep, Emotional Dependence.

      The "Pro" side of the list is empty.

      ON TED--He sits for a moment, staring at the list, then

      he crumples the paper, gets to his feet.

                                                 CUT TO:

83    INT. BILLY'S ROOM - NIGHT

      ON THE DOOR--as Ted enters.  He crosses to Billy's

      bed where the child is fast asleep, sits down on the

      edge, and starts to rub the child's back.

                            TED

                I love you Billy Kramer.

                            BILLY

                      (half-asleep)

                I love you too daddy.

      Ted kisses the child, gets to his feet and starts

      toward the door.

                            TED

                Sleep tight.  Don't let the

                bedbugs bite...

                            BILLY

                      (almost asleep again)

                See you in the morning light...

                                                 CUT TO:

84 -  OMIT

87

88    INT. O'CONNOR'S OFFICE - DAY

      WIDE SHOT--O'Connor stands with his back to Ted, looking

      out the window.  From the beginning this is clearly an

      awkward and unpleasant moment.

                            O'CONNOR

                      (scared to do what he

                       is about to do)

                Look, ah...Ted.  I just got word

                from the guys at Revlon and...ah

                they did some marketing tests on

                our campaign and the results were...

      CLOSE ON TED:  Hold on him listening as it slowly dawns

      on him that he is being fired.

                            O'CONNOR

                      (stiff)

                Disappointing.  It only pulled a

                fourteen share and they were

                hoping for a twenty-five minimum,

                and...ah...they're not very happy

                and...Well, the guys have decided

                they want to...ah, re-think the

                entire concept and...Look, I don't

                like having to do this, okay?...

                But...I mean, what I mean is...ah,

                I'm going to have to...ah, let you

                go--

                            TED

                      (not really sure he

                       heard right)

                Are you firing me, Jim?

      ON O'CONNOR--He still has his back to Ted.

                            O'CONNOR

                C'mon, Ted, don't get emotional.

                Okay?

                      (whining)

                Look, this isn't exactly an easy

                thing for me to do, y'know?  I

                swear Murray and I did everything

                we could, but those sons of bitches

                were out for blood.  I mean it was

                all I could do to keep the account

                inside the shop... Look, I promise,

                if I hear of anything I'll let you

                know first thing.  Ted, I want--

      O'Connor looks around.

                            O'CONNOR

                Ted?...

      HIS POV:  The room is empty, the door stands open and

      Ted is gone.

                            O'CONNOR'S VOICE

                Ted?...

                                                 CUT TO:

88A   INT. TED'S OFFICE - DAY

      WIDE SHOT--as Ted grabs a picture of Billy from his desk,

      takes his jacket and coat and stalks out the door.

                                                 CUT TO:

88B   EXT. STREET - DAY

      TRACKING ALONGSIDE TED--as he walks along the street in

      a state of total shock.  Behind him, in the windows of

      expensive stores we note Christmas decorations.

                                                 CUT TO:

88C   INT. INTERVIEW ROOM, EMPLOYMENT AGENCY - DAY

      WIDE SHOT--Ted sits across from the interviewer, a

      polished young man in his middle twenties, very

      efficient, he sounds a bit like a tape recording.

                            INTERVIEWER

                      (glancing at a form

                       Ted has filled out)

                Ummm, hmmm... umm, hmmm...

                       (the good news)

                Well, this looks very good.. Of

                course

                       (the bad news)

                ... you understand this is the

                worst time of the year to look

                for a job.

                            TED

                      (panic)

                What?!  What do you mean, I don't

                understand.

                            INTERVIEWER

                      (patronizing)

                Mr. Kramer, nobody even thinks

                about leaving their job until

                after they get their Christmas

                bonus.

                            TED

                Look, you don't understand.  I

                need a job.  I've got a kid and--

                            INTERVIEWER

                      (smooth)

                I understand and I'm absolutely

                sure something wonderful will

                turn up....

                      (ending any further

                       discussion)

                ...after the first of the year.

                                                 CUT TO:

88D   EXT. STREET - DAY

      ON A TELEPHONE BOOTH--Ted stands inside, talking on the

      phone.  AS THE CAMERA DOLLIES IN CLOSER, he hangs up

      the receiver and takes the employment section of the New

      York Times which is filled with listings he has circled

      and crosses off one.  He goes on to the next, takes a

      dime from the stack on the shelf in front of him and

      starts to dial.

                                                 CUT TO:

88E   EXT. TED KRAMER'S APT. HOUSE - EVENING

      ESTABLISHING SHOT

                                                 CUT TO:

88F   INT. KITCHEN - NIGHT

      ON TED--who stands at the sink doing the last of the

      dishes.  A dishtowel  is tucked into his belt, serving

      as an apron.  HOLD ON HIM as we HEAR:

      Sound-effect:   the phone ringing.

      Ted wipes his hands, picks up the phone.

                            TED

                Uh, huh?

                            SECRETARY'S VOICE

                     (from the phone)

                Mr. Kramer?  Please hold for Mr.

                Shaunessy...

      Then, a moment later:

                            SHAUNESSY'S VOICE

                Ted?  They've set the court date.

                I just heard today...It's...

                      (checking his notes)

                January sixth.

                            TED

                      (despair)

                Oh, Christ.. .John, there's some-

                thing I ought to tell you.  My...

                ah, situation has...changed.  I

                lost my job.

      There is a long pause, too long.

                            TED

                John?

                            SHAUNESSY'S VOICE

                      (thoughtfully)

                Ted, I won't lie to you, we don't

                have a hope in hell of winning a

                custody hearing if you're out of

                work.

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

      stomach.

                            TED

                      (softly, but with

                       real feeling)

                Good Christ, Joanna, just get the

                hell out of my life.

                            SHAUNESSY'S VOICE

                Ted?  Are you there?

                            TED

                Yeah.

                            SHAUNESSY'S VOICE

                Any prospects?

                            TED

                      (trying to make

                       himself believe it)

                Don't worry.  I plan to have

                something within twenty-four

                hours, John.

                            SHAUNESSY'S VOICE

                       (amazed)

                How the hell are you going to do

                that?

                            TED

                       (grim)

                I don't know.

89    INT. INTERVIEW ROOM, EMPLOYMENT AGENCY - DAY

      WIDE SHOT--The same young man sits across the desk from

      Ted.

                            INTERVIEWER

                      (smirk)

                Mis-ter Kramer, as I mentioned

                yesterday, this is a very bad

                time of year to look for work.

                Now I'm sure we'll have something

                for you by mid-February, March

                at the latest.

      CLOSE ON TED--leaning forward, impatient.

                               TED

                I need a job, now.

      CROSS-CUTTING BETWEEN THEM--The interviewer gives Ted a

      weary look.  Then he starts to flip through the card

      file.

                            INTERVIEWER

                      (going through the

                       motions)

                No...No...No...

      Finally he pauses at one card, pulls it out.

                            INTERVIEWER

                      (doubtfully)

                There might be something at J.

                Walter Thompson.  But...

                      (shaking his head)

                ...I don't think they're really

                serious.  The position's been

                open for two months and...

                      (shrugs)

                They may just be on a fishing

                expedition.

                      (cheerful)

                I'm sure you'll be much happier

                if you wait until after the

                first--

                            TED

                      (checking his

                       watch)

                Call up the people at J. Walter

                Thompson.  Set up an appointment

                at four.

                           INTERVIEWER

                      (politeness strained

                       almost to the breaking

                       point)

                Mis-ter Kramer, it's...

                      (checking his watch)

                ...almost four now.  It's the

                Friday before Christmas.  Nobody

                is going to want to--

                            TED

                      (leaning forward,

                       tough as nails)

                Either you call and set up the

                appointment, or I'll call.  And

                if I call, you lose the

                commission.

                            INTERVIEWER

                      (arch)

                My, we are a hot shot aren't we?

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

                            TED

               You bet your ass.

                                                 CUT TO:

90    INT. OFFICE ADVERTISING MANAGER, J. WALTER

      THOMPSON - LATE AFTERNOON

      It is dark outside and the lights are on in the office.

      From beyond the door, we can hear the sounds of a

      Christmas office party in full swing.

      ON JACK ACKERMAN--The advertising manager.  A balding

      man in his mid-forties, he wears a suit, complete with

      vest.  At the moment he sits behind his desk listening

      to Ted's spiel, from time to time he glances at the

      resume on the desk in front of him.

                            TED (O.S.)

                So, Mr. Ackerman, as you can see

                from my resume, my experience in

                setting up the leisure package

                concept means that I've spent a

                lot of time working along the

                same lines as your multiple buys

                and your regional advertising

                ideas.  I know the pitfalls, but

                --and this is more important--I

                know the potential revenue for

                the company inherent in these

                programs.

      ON TED--as he finishes.  He sits back, pleased with

      himself.

      CROSS-CUTTING BETWEEN THEM

                            ACKERMAN

                Well, Mr. Kramer, I must say this

                has been very impressive.  I'd

                like to think about it and

                get back to you.

                            TED

                      (leaning forward)

                Mr. Ackerman, is there anyone

                else that I should see before

                you come to a decision.

                            ACKERMAN

                Mr. Spencer, our Advertising

                Director.

                            TED

                      (no time to waste)

                Could I see him right away?

                            ACKERMAN

                      (taken aback)

                I'm sorry, but he's leaving this

                evening for a two-week vacation.

                I'll set up something the moment

                he gets back.

      He gets to his feet, starts to shake Ted's hand, ready

      to end the interview.

                            TED

                I'd like to see him now--before

                he leaves.

                            ACKERMAN

                Mr. Kramer, I don't think--

                            TED

                      (means it)

                I want this position very much.

      Ackerman gives Ted a long, considered look, then:

                            ACKERMAN

                Wait here.

      He turns and goes out the door.

                                                 CUT TO:

91    INT. OUTER OFFICE, J. WALTER THOMPSON -

      LATE AFTERNOON

      The large room is crowded with secretaries, junior

      executives, researchers, editors, ad-men, etc., etc.

      They all have drinks in their hands and there is a good

      deal of kissing and general conviviality going on.

      THE CAMERA TRACKS WITH ACKERMAN as he steps out of his

      office, closes the door behind him and makes his way

      across the room to MR. SPENCER, the Advertising Director.

      At the moment, Spencer stands with his coat over one

      arm and a drink in his hand talking to a very pretty

      young woman.  Ackerman approaches him, whispers some-

      thing in his ear.  Spencer shakes his head and points

      to his watch.  Ackerman says something else and finally,

      with a look of weary resignation, Spencer excuses him-

      self from the pretty young woman and follows Ackerman

      back to his office.  THE CAMERA FOLLOWS THEM.  As

      Ackerman opens the door to his office, THE CAMERA IS

      ANGLED so that we can SEE past them, into the office

      where Ted stands waiting.

                            ACKERMAN

                      (as they enter)

                Mr. Spencer, Mr. Kramer.

                             SPENCER

                     (not wasting any time)

                So you're the go-getter.  All

                right, you've got ten minutes.

      As the door closes behind them, blocking our view, THE

      CAMERA PANS UP to a clock over the door.  It reads

      five-fifteen.

                                                 MATCH DISSOLVE TO:

92    INT. ACKERMAN'S OFFICE - LATE AFTERNOON

      ON A CLOCK--which now reads five twenty-two.  THE CAMERA

      PULLS BACK TO REVEAL Spencer, now sitting in Ackerman's

      chair, his feet on Ackerman's desk.  Ted has just

      finished his pitch.

                            SPENCER

                      (sipping his drink)

                That's very interesting, Mr.

                Kramer.  I must say, it's very

                interesting.  Let me think about

                it.  I'll let Jack...

                      (indicating Ackerman)

                ...know and he'll get in touch

                with you.

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

      ON TED--as he decides to take a gamble.

                            TED

                Excuse me, I believe you said

                I had ten minutes.

      ON SPENCER--almost at the door, looking around.

                            SPENCER

                Well?

      ON TED--checking his watch.

                            TED

                That means I've got two minutes

                left.  I understand you're paying

                twenty-five.

      Spencer nods.

                            TED

                      (a deep breath, then

                       a real huckster)

                All right, I'll tell you what

                I'm gonna do--I'll take the job

                at twenty-two-five.  Now, that's

                twenty-five hundred less than

                you're offering.  The only thing

                is, you have to say yes right

                now.  Not tomorrow.  Not next

                week.  Not after the holidays.

                It's worth it to me for a

                yes right now and I'll take

                twenty-five hundred less.

      There is a long beat of silence as Spencer and Ackerman

      look at one another.  They were clearly not prepared

      for this.

                            TED

                      (watching them)

                Today only.  One day only.

                Twenty-two five.

                            SPENCER

                Mr. Kramer, can we talk privately

                for a moment?

                            TED

                Certainly.

                                                 CUT TO:

93    OUTER OFFICE - LATE AFTERNOON

      ON TED--as he steps out of Ackerman's office, sits down.

      Now, all of the fear, all of the anxiety that he has

      been fighting down comes welling up.  What if he pushed

      too hard? What will he do if he doesn't get a job?

      If Ted Kramer could fall to his knees and pray, he

      would.

      CROSS-CUT WITH THE CHRISTMAS PARTY-- that swirls around

      him.  We notice in particular, one very pretty young

      woman flirting with a number of men.  She is wearing

      a dress with straps, one of them has broken and she

      has patched it with a piece of masking tape.

      Finally the door to Ackerman's office opens and he

      steps out.

                            ACKERMAN

                Mr. Kramer?

      Ted jumps to his feet, starts into the office.

                                                 CUT TO:

94    INT. ACKERMAN'S OFFICE - LATE AFTERNOON

      ON SPENCER--He looks at Ted carefully for a long time,

      then:

                            SPENCER

                      (grins)

                Welcome aboard, Mr. Kramer.

      C.U. TED--There is an instant of relief, then, with

      astounding cool:

                            TED

                Well, gentlemen, I'm pleased

                to be with you.

      ANOTHER ANGLE--as they shake hands, say their good-

      byes.  THE CAMERA TRACKS WITH TED as he makes his way

      through the Christmas party that is still going strong.

      Then, suddenly, as he passes the very pretty woman we

      noticed earlier, he turns and kisses her.

      QUICK CUTS--as a look passes between them, a sudden

      chemistry, something we have not seen in Ted before.

                               TED

                     (steps back from

                      the astounded

                      girl, grins)

                Merry Christmas.

                                                 CUT TO:

95    EXT. STREET - DAY

      ON A BUS--as it pulls to a stop, the doors open and,

      along with the usual flood of mothers and children we

      SEE Ted and Billy.  THE CAMERA TRACKS WITH THEM as they

      walk to school.  Billy is talking a mile a minute,

      describing in minute detail the plot of an episode of

      "I Dream of Jeannie."  Ted listens intently, then,

      almost involuntarily, he glances over his shoulder in

      the direction of the Coffee Shop.

      HIS P.O.V.:  There, standing in the window, watching,

      is Joanna.

      ON TED AND BILLY--as they continue to walk.  Ted's

      eyes remain on Joanna.  As they reach the door to the

      school, Ted looks at his son.

                            TED

                      (kissing Billy

                       good-bye)

                You're a terrific kid, Billy

                Kramer.

      He stands watching as Billy rushes off into the building.

      Then he turns back and once again looks in the direction

      of the Coffee Shop.

      HIS P.O.V.:  This time there is no one there.

                                                 CUT TO:

96    EXT. KRAMER APT. BLDG. - NIGHT

      ESTABLISHING SHOT--HOLD FOR A BEAT as we HEAR:

      O.S. Sound:  a telephone ringing.  Then, a moment later:

                            TED'S VOICE

                Hello?

                           SHAUNESSY'S VOICE

                Ted?  John Shaunessy here.  I

                just got a call from your wife's

                lawyer.  She wants to see the

                kid.

                                                 CUT TO:

97    INT. KITCHEN, KRAMER APT. - NIGHT

      Ted Kramer, the phone cradled against his ear is clean-

      ing up the remains of one of Billy's attempts to make

      the perfect peanut butter sandwich.

      CLOSE ON TED--horrified.

                            TED

                What?!  She wants what?!

                            SHAUNESSY'S VOICE

                      (he's been through

                       this a million times)

                She's the mother.  That means

                she's within her legal rights.

                            TED

                      (agitated)

                John, what if she kidnaps him.

      I've heard all these--

                            SHAUNESSY

                      (the patience of a

                       saint)

                Look, Ted, I don't honestly

                think she would go to the trouble

                of suing you for custody of

                the child if she was planning

                on kidnapping him.

                            TED

                      (doubtful)

                I don't know, John...I mean,

                to be brutally honest, I'm not

                so sure what kind of mental shape

                Joanna's in right now.  Y'know

                she admitted she was seeing

                a shrink.

                            SHAUNESSY'S VOICE

                      (a flicker of

                       interest)

                You ever see her talk to the

                walls?

                            TED

                No, but--

                            SHAUNESSY'S VOICE

                Then you don't have a choice.

                Have Billy at the Seventy-

                Fifth Street entrance to Central

                Park, Saturday at ten.

                                                 CUT TO:

98    EXT. FIFTH AVE. SIDE OF CENTRAL PARK - DAY

      ON TED AND BILLY, TRACKING IN FRONT OF THEM as they walk

      along the Central Park side of Fifth Ave.  From their

      attitude it is clear that each of them, for their own

      reasons, is very nervous.

      TED'S P.O.V., TRACKING FORWARD:  about half a block

      away Joanna paces back and forth.  She hasn't seen them

      and it is clear that she is as nervous as they are.

      ANOTHER ANGLE ON TED AND BILLY--Ted stops, turns to

      Billy and gives him a last-minute check.  Then, spotting

      a smudge he takes his handkerchief, spits on it and

      wipes the child's chin.  Now satisfied, he takes Billy's

      hand and they continue.  Suddenly:

      C.U. BILLY--as he spots his mother.

                            BILLY

                Mommy!

      QUICK CUT JOANNA--as she turns, spots Billy, starts

      to run.

      ON BILLY, TRACKING WITH HIM--as he lets go of Ted's

      hand and starts to run flat out toward his mother.

      She kneels, opens her arms wide for him and he goes

      barreling into her, almost knocking her down from the

      impact.

                            JOANNA

                      (somewhere between

                       laughter and tears)

                Oh, Billy...Oh my Billy...Oh

                my son...

      WIDER SHOT--Joanna gets to her feet and takes Billy's

      hand.

                            JOANNA

                      (to Ted, but looking

                       at Billy)

                I'll have him back at six.

      And they start off in the opposite direction.

      ON TED--realizing that Billy has not said good-bye, has

      not looked at him once.

                                                 JUMP CUT TO:

      WIDER SHOT--Ted stands helpless, watching them leave.

                                                 JUMP CUT TO:

      WIDER SHOT--Ted, now almost lost from view on the

      crowded street, still hasn't moved.

                                                 FADE TO BLACK.

99    OMIT

100   WIDE SHOT--Ted and Phyllis, getting ready to go to bed.

      They look like a couple that has been married at least

      five years.  Ted is busy talking as he takes off his

      tie, jacket and starts to unbutton his shirt.  Phyllis

      is getting undressed also, hanging things in the closet,

      putting things away in drawers.  But as Ted continues

      to talk, she watches him apprehensively, it is clear

      that something is wrong.

                            TED

                      (he has become an

                       armchair lawyer)

                So, naturally, you assume that

                since Joanna left, that would

                be a compelling point against

                her, right?

                            PHYLLIS

                      (thoughtful)

                Right.

                            TED

                But it doesn't work that way.

                A major decision was handed

                down by the Appellate Court in

                1969--in the case of Haskins

                vs. Haskins.

                            PHYLLIS

                Kramer--

                            TED

                Now in Haskins vs. Haskins the

                court ruled in favor of the

                mother, thus establishing a

                precedent for awarding the child

                to the mother even though she

                previously abandoned the baby.

                            PHYLLIS

                Kramer...There's something I

                ought to tell you.

                            TED

                Yeah?

                            PHYLLIS

                I've been offered a job in

                Washington with H.E.W.

      CLOSE ON TED--lie stops what he is doing, turns to her.

                            TED

                And?

                            PHYLLIS

                      (a deep breath)

                I'm going to take it.

      REACTION, TED--He sits down on the bed.

                           PHYLLIS

                It's a very good job--too good

                to pass up.  I'll be handling

                funding for the whole...

                      (she stops, sits

                       beside him on

                       the bed)

                Look, I...

                       (she means love)

                ..."like" you a lot.  And you...

                       (she means love)

                ..."like" me, okay?  Maybe if it

                was a year from now, maybe things

                would be different...

                            TED

                      (quiet)

                But it's not a year from now,

                is it?

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

                            PHYLLIS

                I'll miss you, Kramer...

101   INT. KRAMER APT. - DAY

      ON THE FRONT DOOR-- It is open and standing in the door-

      way is an attractive woman, a bit overweight and very

      serious.  This is DR. ALVAREZ, the court-appointed

      psychiatrist.

                            ALVAREZ

                Mr. Kramer?

                            TED

                Yes?

                            ALVAREZ

                I'm Dr. Alvarez, Judge Atkins

                asked me to look in on your son

                and prepare an evaluation sheet.

                            TED

                Oh, yes.  Won't you come in.

      Dr. Alvarez enters the apartment.  Ted helps her off

      with her coat.

                            ALVAREZ

                Where is the child?

                            TED

                He's in his room, playing.

                            ALVAREZ

                Good.  I'll see him in there.

      As Ted carries her coat to the closet, Dr. Alvarez

      walks into the living room, looks around.

                            ALVAREZ

                Mr. Kramer, do you ever have sex

                in here with anyone?

                            TED

                Doctor, I attempt to conduct my

                social life discreetly.  At the

                moment I am seeing no one.

      CROSS-CUTTING BETWEEN THEM

                            ALVAREZ

                Does that distress you?

                            TED

                Not particularly.

                            ALVAREZ

                What does?

                            TED

                The prospect of losing my child.

                             ALVAREZ

                      (makes some notes, then:)

                Very well, I'd like to see him if

                I may.

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

102   INT. BILLY'S ROOM - DAY

      THEIR P.O.V.:  The room is a mess, blocks are stacked

      everywhere.  Billy sits in the middle playing with his

      toys.

      ON TED AND DR. ALVAREZ--They stand in the doorway.

                            TED

                Billy.   This is Dr. Alvarez.

                She would like to talk to you.

                            BILLY

                      (looking up from

                       his toys)

                Sure.

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

                            DR. ALVAREZ

                       (pointedly)

                I'd like to talk to Billy privately.

                            TED

                      (embarrassed at

                       being caught)

                Oh, yeah...

      Reluctantly, Ted leaves, closing the door behind him.

103   THE CAMERA TRACKS WITH HIM as he crosses the living

      room to the couch where he has a stack of legal books

      and a number of note pads spread out.   He is obviously

      continuing his legal education.   THROUGH OUT THE

      FOLLOWING, THE CAMERA REMAINS ON HIS FACE.

                            ALVAREZ (O.S.)

                What do you have here, Billy?

                            BILLY (O.S.)

                Detroit.

                            ALVAREZ (O.S.)

                Have you ever been to Detroit?

                           BILLY (O.S.)

                No.  But I've been to Brooklyn.

                           ALVAREZ (O.S.)

                I see you have people there.

                What are their names?

                            BILLY (O.S.)

                That's Kim...and this one's

                Thelma and that's Mrs. Willewska

                and this is daddy and that's

                Batman and over there is Robin.

                            ALVAREZ (O.S.)

                What about your mommy?

                            BILLY (O.S.)

                Oh, sure.  Here, this can be

                mommy.

                           ALVAREZ (O.S.)

                Do you like to be with your mommy?

      Ted by now has given up all pretense of working. He

      wags his pencil in the direction of the door.

                            TED

                     (the defense attorney)

                Objection.  You're leading the

                witness.

                            BILLY (O.S.)

                Sure.

                            ALVAREZ (O.S.)

                What do you like best about her?

                            BILLY (O.S.)

                Lunch in a restaurant.

                            ALVAREZ (O.S.)

                What do you like best about your

                daddy?

                            BILLY (O.S.)

                Playing.

                            ALVAREZ (O.S.)

                Tell me, does your daddy ever hit

                you?

      REACTION, TED--eyes wide.  He starts to get up.

                            TED

                Objection.

                            BILLY (O.S.)

                Sure.  Lots of times.

      This brings Ted all the way to his feet.  He starts

      across the living room headed for the door to Billy's

      room.

                            ALVAREZ (O.S.)

                      (interested)

                When does he hit you?

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

                            BILLY (O.S.)

                He hits me on the planet Kriptarium,

                when I steal the buried treasure

                from the famous peanut butter

                factory.

                            ALVAREZ (O.S.)

                In real life when does he hit you?

                            BILLY (O.S.)

                     (laughing)

                My daddy doesn't hit me, silly.

                Why would my daddy hit me?

                                                 CUT TO:

104   EXT. MODERN OFFICE BUILDING, MIDTOWN - DAY

      WIDE SHOT--It is a Saturday afternoon.  HOLD FOR A

      BEAT as we SEE Ted Kramer and Billy approaching.  Billy

      is talking a mile a minute.  Ted listens intently,

      absorbed in the boy's description.  As they turn into

      the entrance of the office building:

105   INT. CORRIDOR, J. WALTER THOMPSON - DAY

      WIDE SHOT--A long corridor with desks for secretaries

      lined up next to doors leading to smaller individual

      offices.  As they approach a door in the foreground

      that bears a small sign reading, "Ted Kramer":

                            TED

                     (interrupting Billy,

                     who is still in the

                     middle of his story)

                See.  That's my name.

                            BILLY

                     (looking at the sign)

                It's my name too.

                            TED

                Right.

      As he opens the door:

                                                 CUT TO:

106   INT. TED KRAMER'S OFFICE - DAY

      It is a pleasant enough office, but nothing spectacular,

      windows that look out over Fifty-seventh Street, simple

      Formica furniture, that sort of thing.

      ON THE DOOR--as they enter.

                            BILLY

                     (he stops dead in

                     his tracks at the

                     sight of the office)

                Wow!

                            TED

                     (pleased)

                You like it?

      Billy crosses to the window, presses his nose to the

      glass, looks out.

                            BILLY

                Wow!  Is this really where you

                work?

      Ted nods, walks over to the desk and begins collecting

      paperwork to do over the weekend.  As he does, Billy

      goes through the office, sitting in every chair,

      looking in every drawer.

                            BILLY

                Is this really your desk?

                            TED

                Yep.

                            BILLY

                Is that really your chair?

                            TED

                Uh huh...

                            BILLY

                Wow!  That's neat.   Can I sit

                in it?

                            TED

                Sure.

      Billy plops himself down in Ted's chair, swivels

      around.

                            BILLY

                Did mommy ever see this?

                            TED

                No, she never did.

                            BILLY

                Are you going to get remarried?

                            TED

                I don't know.  I hadn't thought

                much about it.

                            BILLY

                Are you going to remarried

                Phyllis?

                            TED

                     (shaking his head)

                No.

      CLOSE ON BILLY--There is a long pause, then:

                            BILLY

                Will you and mommy get remarried?

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

                               TED

                No, son.  Daddy and mommy will

                never get remarried.

                              BILLY

                     (looking around Ted's

                     office)

                Boy, I bet you if mommy ever

                saw this she'd remarried you.

107   OMIT

                                                 CUT TO:

108   INT. BEDROOM - VERY EARLY IN THE MORNING

      CLOSE ON AN ALARM CLOCK THAT SITS ON A NIGHTSTAND--As

      it rings, THE CAMERA PANS ACROSS and we SEE Joanna

      sitting in bed wide awake, smoking.  As she puts out

      the cigarette she has been smoking and starts to get

      out of bed,

                                                 CUT TO:

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

      ON TED--who stands with a cup of coffee in his hands,

      looking out the window, but not seeing anything.  HOLD

      FOR A BEAT, then he checks his watch and starts for

      the bedroom.

                                                 CUT TO:

110   INT. JOANNA'S BEDROOM - MORNING

      ON: JOANNA--as she selects a very conservative suit from

      her closet.

                                                 CUT TO:

111   INT. BILLY KRAMER'S BEDROOM - MORNING

      WIDE SHOT--as Ted, now fully dressed, wearing a dark

      blue suit, white shirt, conservative tie, leans over

      Billy and wakes him.

                                                 CUT TO:

112   INT. COFFEE SHOP - MORNING

      Joanna sits across from her lawyer as he talks to her,

      intently, giving her last-minute instructions.

                                                 CUT TO:

113   EXT. STREET - MORNING

      ON TED KRAMER--taking Billy to school.  They stop at the

      entrance, Ted kisses his son good-bye and stands for

      a moment watching as the boy runs into the building.

                                                 CUT TO:

114   EXT. COURTHOUSE - DAY

      WIDE SHOT--It is a bleak January morning, the streets

      around the courthouse are mobbed with people on their

      way to work.  We SEE Ted Kramer, a tiny figure among

      hundreds, coming out of the subway.  He crosses the

      street and starts up the steps of the large and

      forbidding courthouse.

                                                 CUT TO:

115   INT. COURTHOUSE - DAY

      WIDE SHOT--as Ted gets off the elevator and starts

      down the corridor, toward the courtroom.  In the F.G.,

      --standing by the door of the courtroom itself is John

      Shaunessy, he greets Ted, they shake hands and talk

      together for a moment.  Then, as they enter the

      courtroom:

                                                 CUT TO:

116   INT. COURTROOM

      ON THE DOOR--as Ted enters, looks around.  Mrs. Willewska

      sits in one of the back rows, wearing her best Easter

      hat.  Ted pauses by her, thanks her for coming.

      Several rows in front of her is Thelma.  Ted crosses

      to her, they talk quietly between themselves for a few

      moments.  Then Ted moves on to a table at the front of

      the room where John Shaunessy waits.

      ON THE DOORS AT THE BACK OF THE COURTROOM--as they swing

      open and Joanna, along with her lawyer, a MR. GRESSEN.

      THE CAMERA PANS WITH THEM as they walk to the front of

      the room and take their seats at the table opposite Ted

      and his lawyer.

                            CLERK

                Oyez, oyez...The third Circuit

                Court of the State of New York,

                Judge Atkins presiding is now in

                session.  All rise...

      WIDE SHOT--as the judge enters, takes his seat.

      Opening business of the court.

      WIDE SHOT--as Gressen     (Joanna's lawyer) gets to his feet.

                            GRESSEN

                Your honor.  As our first witness

                I would like to call Joanna Kramer.

      TWO SHOT, TED AND SHAUNESSY--The lawyer leans across

      to Ted.

                            SHAUNESSY

                      (stage whisper)

                Real direct.  Motherhood...

                They're going right for the

                throat.

      WIDE SHOT--as Joanna gets to her feet, crosses to the

      witness stand and is sworn in.

      Note: Throughout the following, we continually CROSS-

      CUT to Ted Kramer, leaning forward, listening intently.

      It becomes evident that, in spite of himself, there are

      moments he feels great compassion for Joanna.

                            GRESSEN

                Now then, Mrs. Kramer, would

                you tell the court how long you

                were married?

                            JOANNA

                Six years.

                            GRESSEN

                And would you describe those

                years as happy?

                            JOANNA

                The first couple, yes, but after

                that it became increasingly

                difficult.

                            GRESSEN

                Mrs. Kramer, did you ever work

                in a job while you were married

                to your ex-husband?

                            JOANNA

                No, I did not.

                            GRESSEN

                Did you wish to?

                            JOANNA

                Yes.  I tried to talk to Ted--

                my ex-husband--about it, but he

                wouldn't listen.  He refuses to

                discuss it in any serious way.

                I remember one time he said I

                probably couldn't get a job that

                would pay enough to hire a baby-

                sitter for Billy.

                            GRESSEN

                Tell me, Mrs. Kramer, are you

                employed at the present time?

                            JOANNA

                Yes, I work for Jantzen as a

                sportswear designer.

                            GRESSEN

                And what is your present salary?

                             JOANNA

                I make thirty-one thousand

                dollars a year.

      REACTION TED--stunned.

                            GRESSEN

                       (switching tactics)

                Mrs. Kramer, do you love your

                child?

                            JOANNA

                       (emphatically)

                Yes.  Very much.

                            GRESSEN

                And yet you chose to leave him?

      There is a long pause, then:

                            JOANNA

                      (speaking carefully,

                       with great thought)

                Yes...Look, during the last

                five years we were married, I

                had...I was getting more and

                more...unhappy, more and more

                frustrated.  I needed to talk to

                somebody.  I needed to find out if

                it was me, if I was going crazy

                or what.  But every time I

                turned to Ted--my ex-husband,

                he couldn't handle it.  He

                became very...I don't know,

                very threatened.  I mean, when-

                ever I would bring up anything

                he would act like it was some kind

                of personal attack.  Anyway, we

                became more and more separate

                ...more and more isolated from

                one another.  Finally, I had no

                other choice, I had to leave.

                And because of my ex-husband's

                attitude--his unwillingness to

                deal with my feelings, I had

                come to have almost no self-

                esteem...

                      (with feeling)

                At the time I left, I sincerely

                believed that there was something

                wrong with me--that my son would

                be better off without me.  It

                was only when I got to California

                and started into therapy I began

                to realize I wasn't a terrible

                person.  And that just because

                I needed some creative and

                emotional outlet other than my

                child, that didn't make me unfit

                to be a mother.

                            GRESSEN

                      (to the judge)

                Your honor, I would like to place

                in evidence a report on Mrs.

                Kramer's therapy by her therapist,

                Dr. Elinore Freedman of La Jolla,

                California.

      And with that he hands both the judge and Shaunessy a

      thick sheaf of papers.  Then, turning his attention back

      to Joanna:

                            GRESSEN

                Mr. Kramer, why did you set up

                residence in New York?

                             JOANNA

                Because my son is here.  And his

                father is here.  As a mother,

                I don't want my child to be

                separated from his father.

                            GRESSEN

                Mrs. Kramer, can you tell the

                court why you are asking for

                custody?

      There is a pause, then:

                           JOANNA

                Because he's my child...Because

                I love him.  I know I left my

                son, I know that's a terrible

                thing to do.  Believe me, I

                have to live with that every

                day of my life.  But just because

                I'm a woman, don't I have a right

                to the same hopes and dreams as a

                man?  Don't I have a right to a

                life of my own?  Is that so awful?

                Is my pain any less just because

                I'm a woman? Are my feelings

                any cheaper?  I left my child--

                I know there is no excuse for

                that.  But since then, I have

                gotten help.  I have worked hard

                to become a whole human being.

                I don't think I should be punished

                for that.  I don't think my son

                should be punished for that.

                Billy's only six.  He needs me.

                I'm not saying he doesn't need

                his father, but he needs me

                more.  I'm his mother.

      There is a beat of silence, then:

                            GRESSEN

                Thank you, Mrs. Kramer.  I have

                no further questions.

      ON SHAUNESSY--as he stands, collects his papers from

      the table and, taking his own sweet time, crosses to

      Joanna.

                            SHAUNESSY

                Now then, Mrs. Kramer, you said

                you were married seven years.

                Is that correct?

                            JOANNA

                Yes.

                            SHAUNESSY

                In all that time did your husband

                ever strike you or abuse you

                physically in any way.

                            JOANNA

                No.

                            SHAUNESSY

                Did your husband strike or

                physically abuse his child in

                any way?

                            JOANNA

                No.

                            SHAUNESSY

                Would you describe your husband

                as an alcoholic?

                            JOANNA

                No.

                            SHAUNESSY

                A heavy drinker?

                            JOANNA

                No.

                            SHAUNESSY

                Was he unfaithful?

                            JOANNA

                No.

                            SHAUNESSY

                Did he ever fail to provide for

                you?

                            JOANNA

                No.

                            SHAUNESSY

                       (wry smile)

                Well, I can certainly understand

                why you left him.

                            GRESSEN

                Objection.

                            SHAUNESSY

                      (switching his line of

                       questioning)

                How long do you plan to live in

                New York, Mrs. Kramer?

                            JOANNA

                Permanently.

      Note: During the early part of Shaunessy's cross-

      examination, Joanna has been very forthright, very sure

      of herself.  Now, as he starts getting tougher, she

      begins to falter.

                            SHAUNESSY

                Permanently?

                      (smiles, like a

                       shark smiles)

                Mrs. Kramer, how many boy friends

                have you had--permanently?

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

                            JOANNA

                I don't recall.

                            SHAUNESSY

                     (boring in)

                How many lovers have you had--

                permanently?

                            JOANNA

                     (looks toward Gressen

                     for help)

                I don't recall.

                            SHAUNESSY

                More than three, less than thirty-

                three--permanently?

      ON GRESSEN--He is again on his feet, outraged.

                            GRESSEN

                Objection!

                            JUDGE

                Overruled.  The witness will

                answer, please.

                            JOANNA

                      (almost a whisper)

                Somewhere in between.

                            SHAUNESSY

                Do you have a lover now?

                            GRESSEN

                      (furious)

                Objection!

                            SHAUNESSY

                      (to the judge)

                Your honor, I would request a

                direct answer to a direct

                question.  Does she have a

                lover?

                            JUDGE

                I'll allow that.  The witness

                will answer please.

                            JOANNA

                      (in a whisper)

                Yes.

                            SHAUNESSY

                Is that...permanent?

                            JOANNA

                      (by now she is be-

                       coming thoroughly

                       rattled)

                I...I don't know...

                            SHAUNESSY

                Then, we don't really know, do

                we, when you say "permanently"

                if you're planning to remain in

                New York, or even to keep the

                child for that matter, since

                you've never really done anything

                in your life that was continuing,

                stable, that could be regarded

                as permanent.

      ON THE PETITIONER'S TABLE--Gressen jumps to his feet.

                            GRESSEN

                Objection!  I must ask that the

                counsel be prevented from harassing

                the witness.

                            JUDGE

                Sustained.

                            SHAUNESSY

                     (a new attack)

                Mrs. Kramer, how can you consider

                yourself a fit mother when you

                have been a failure at virtually

                every relationship you have

                undertaken as an adult?

                            GRESSEN

                     (red in the face)

                Objection!

                            JUDGE

                Sustained.

                            SHAUNESSY

                I'll ask it another way.  What was

                the longest personal relationship

                you have had in your life--other

                than parents and girlfriends?

                            JOANNA

                      (rattled)

                Ah...I guess I'd have to say...

                with my child.

                            SHAUNESSY

                     (wonder, irony)

                Whom you've seen twice in a year?

                Mrs. Kramer, your ex-husband,

                wasn't he the longest personal

                relationship in your life?

                            JOANNA

                     (reluctantly)

                I suppose...

                            SHAUNESSY

                Would you speak up, Mrs. Kramer?

                I couldn't hear you.

                            JOANNA

                      (louder)

                Yes.

                            SHAUNESSY

                How long was that?

                            JOANNA

                We were married two years before

                the baby.  And then four very

                difficult years.

                            SHAUNESSY

                So, you were a failure at the

                longest, most important

                relationship in your life.

                            GRESSEN

                Objection!

                            JUDGE

                Overruled.

                            JOANNA

                I was not a failure.

                            SHAUNESSY

                      (sarcastic)

                Oh?  What do you call it then

                --a success?  The marriage ended

                in divorce.

                            JOANNA

                      (so angry she

                       forgets her cool)

                I consider it less my failure

                than his.

                            SHAUNESSY

                      (seizes on this)

                Congratulations, Mrs. Kramer.

                You have just rewritten matrimonial

                law.  You were both divorced,

                Mrs. Kramer.

                            GRESSEN

                      (on his feet)

                Objection!

                            SHAUNESSY

                      (to the judge)

                Your honor, I'd like to ask

                what this model of stability

                and respectability has ever

                succeeded at?

                      (to Joanna)

                Mrs. Kramer, were you a failure

                at the longest, most important

                personal relationship in your life?

      CLOSE ON JOANNA--who sits silently.

                              JUDGE

                Please answer the question,

                Mrs. Kramer.

                              JOANNA

                      (whisper)

                It did not succeed.

                            SHAUNESSY

                      (suddenly fierce)

                Not it...Not it, Mrs. Kramer--

                you.  Were you a failure at the

                most important personal relation-

                ship of your life?

      CLOSER IN ON JOANNA--Silence.

                            SHAUNESSY

                Were you?

      EXTREME CLOSE UP JOANNA

                              JOANNA

                     (barely audible)

                Yes.

      WIDE SHOT--Shaunessy smiles, turns his back on Joanna

      and walks back toward the respondent's table.

                            SHAUNESSY

                No further questions.

      CLOSER IN ON THE TABLE--as Shaunessy sits down next to

      Ted.

                            TED

                      (leaning over,

                       in a whisper)

                Jesus Christ.  Did you have to

                be so rough on her?

                            SHAUNESSY

                      (tough)

                Do you want the kid or don't you?

      ON JOANNA--shaken, she gets down from the witness stand,

      crosses to the petitioner's table without looking at

      Ted.  She sits, leans across to her lawyer and whispers

      something in his ear.  As he nods,

                                                 CUT TO:

116A  INT. COURTROOM, LATER IN THE DAY

      ON JIM O'CONNOR--who sits in the witness stand. At the

      moment he is being examined by Gressen.

                            GRESSEN

                Now then, Mr. O'Connor, how long

                did Ted Kramer work for you?

                            O'CONNOR

                Eight, almost nine years.

                            GRESSEN

                And did you have a close personal

                relationship?

                            O'CONNOR

                     (in a whisper)

                Yes...

                            GRESSEN

                And how did you find his work?

                            O'CONNOR

                It was good.  He was a hard worker,

                a lot of drive, a real hustler.

                            GRESSEN

                And yet you fired him.

      There is a long pause.

                            O'CONNOR

                      (looking down)

                Ted was a good worker.  But, ah...

                ... after his wife left him and he

                was taking care of the kid on his

                own, things started to change.

                Look, I know he had problems, I

                understand that.  I've got problems,

                everybody's got problems.  But I've

                got a shop to run, I can't let that

                kind of thing get in the way...

                            (quietly)

                I guess I felt that Ted was letting

                his duties at home interfere with

                his responsibilities in the office.

                            GRESSEN

                Thank you.  I have no further

                questions.

      Shaunessy stands up.

                            SHAUNESSY

                Mr. O'Connor, does the agency still

                have the Fire and Ice account?

                            O'CONNOR

                      (up tight)

                No.

                            SHAUNESSY

                Mr. O'Connor, can you tell me where

                you are employed at the moment?

                            O'CONNOR

                      (stiff)

                At the moment I am unemployed.

      ON THE JUDGE

                              JUDGE

                If the petitioner has no further

                witnesses, we will hear the

                respondent tomorrow morning at

                9:30.

                                                 CUT TO:

117   INT. LIVING ROOM, KRAMER APT. - NIGHT

      WIDE SHOT--Ted sits at the dining table poring over

      law books, writing copious notes on a legal pad.  Billy

      sits across from him drawing in a pad with magic markers.

      HOLD FOR A BEAT as Billy looks up at his father.  It is

      clear that something is bothering him.

                            BILLY

                Mom--I mean, dad?

                            TED

                      (not looking up)

                Uh, huh?

                            BILLY

                What did you do when you were

                little?

                            TED

                      (still involved

                       in his books)

                I guess about the same kind of

                things you do.

                            BILLY

                Did you watch "I Dream of Jeannie?"

                            TED

                      (distracted)

                Uh, uh...We didn't have television

                then.

      ON BILLY--eyes wide.  He finds this hard to believe.

                            BILLY

                You didn't have T.V.?

      ON TED--He looks up for the first time, smiles.

                            TED

                Nope.  It hadn't been invented yet.

      He starts to go back to work.

                            BILLY

                      (this is serious

                       business)

                Was there apple juice when you

                were little?

                            TED

                Yeah, there was apple juice.

                            BILLY

                Was there Burger King?

                            TED

                Uh, uh.  There was no such a thing

                as Burger King.

                            BILLY

                What else wasn't there?

      ON TED--He takes a long look at his son, then closes the

      law book, puts his notes away.

                            TED

                Well, let's see...There wasn't

                McDonald's.  And there wasn't

                astronauts...And there wasn't

                frozen yogurt.  And there wasn't...

      As he continues on about what wasn't, we

                                              FADE TO BLACK:

118   EXT. COURTHOUSE - DAY

      ESTABLISHING SHOT

119   INT. COURTROOM - DAY

      ON THELMA--She sits in the witness stand being examined

      by Shaunessy.  From her attitude it is clear that she

      is very wrought up, that all of this is taking a heavy

      emotional toll on her.

                            SHAUNESSY

                Mrs. Phillips, how long have you

                known Ted Kramer?

                            THELMA

                Six years.  Ever since Ted and

                Joanna moved into the building.

                            SHAUNESSY

                How often do you see Mr. Kramer

                and his son?

                            THELMA

                      (to the judge, by

                       way of explanation)

                Charley, my husband, and I are

                ...divorced and Kim, that's our

                daughter is about Billy's age

                and the children play together

                a lot.  So, I guess we see each

                three or four times a week.

                            SHAUNESSY

                Can you describe the relationship

                between Mr. Kramer and his son?

                            THELMA

                It's beautiful.  It's just beautiful.

                They have a beautiful relationship.

      ON GRESSEN--getting wearily to his feet.

                            GRESSEN

                      (patronizing)

                Objection, your honor.  The answer

                is, to be generous, very vague.

                            SHAUNESSY

                Can you recall any particular

                incident that relates to Mr.

                Kramer's care of his child?

                              THELMA

                      (fighting a losing

                       battle with her

                       emotions)

                Ted--Mr. Kramer, spends a great

                deal of time with his child.  I

                don't just mean hours, I mean

                good time, involved time.  He

                reads to Billy.  They play together.

                They talk all the time...

                      (tears start)

                He is a very...kind man...a very

                ...devoted father, and...and...

                      (she turns to Joanna)

                And Joanna if you ever saw them

                together...there wouldn't be a

                trial at all...

                      (she breaks down,

                       weeping)

                Oh, shit...I'm sorry...I'm sorry...

      Note: during this we cross-cut to Joanna, who sits,

      staring at her friend, shaken.

                            SHAUNESSY

                      (gently)

                No further questions.  Thank you

                Mrs. Phillips.

                             GRESSEN

                      (without looking

                       up from his notes)

                No questions.

      Thelma leaves the stand and walks back to her seat.

                                                 CUT TO:

120   INT. COURTROOM - DAY

      ON TED KRAMER--sitting in the witness stand.

                            SHAUNESSY

                Mr. Kramer, would you tell the

                court exactly why you want to

                retain custody of your child.

                               TED

                      (speaking quietly)

                When Joanna--

                      (to the judge,

                       correcting himself)

                my ex-wife--when she was talking

                before about how unhappy she was

                during our marriage...Well, I

                guess most of what she said was

                probably true.  There were a lot

                of things I didn't understand--

                a lot of things I would do different

                if I could.  Just like I guess

                there are a lot of things Joanna

                wishes she could change...But we

                can't.  Some things, once they are

                done, can't be undone.  Joanna says

                she loves Billy.  I believe she

                does.  So do I.  But the way it

                was explained to me, that's not

                the issue.  The only thing that's

                supposed to matter here is what's

                best for Billy...When Joanna said

                why shouldn't a woman have the

                same ambitions as a man, I suppose

                she's right.  But by the same token

                what law is it that says a woman

                is a better parent simply by virtue

                of her sex?  I guess I've had to

                think a lot about whatever it is

                that makes somebody a good parent:

                constancy, patience, understanding

                ...love.  Where is it written that

                a man has any less of those qualities

                than a woman?  Billy has a home with

                me, I've tried to make it the best

                I could.  It's not perfect.  I'm

                not a perfect parent.

                      (unconsciously echoing

                       something Joanna said

                       earlier)

                I don't have enough patience.

                Sometimes I forget he's just a

                little kid...But I love him...

                More than anything in this world

                I love him.

                            SHAUNESSY

                Thank you, Mr. Kramer.  No further

                questions.

      ON GRESSEN--as he gets up from the petitioner's table

      and crosses to the witness stand.

                            GRESSEN

                      (hard-lining it)

                Mr. Kramer, by any chance have

                you ever had a woman in your bed

                while your child was asleep in

                the next room?

                            TED

                I suppose.

                            GRESSEN

                      (pointedly)

                So do I.

                            SHAUNESSY

                Objection!

                            JUDGE

                Sustained.

                            GRESSEN

                      (switching to another

                       line of attack)

                Mr. Kramer, isn't it true that

                you were fired from your last

                job not more than six weeks ago?

                            TED

                      (not losing his cool)

                Technically, the agency lost a

                big account and seventy four

                people were let go.  I was one

                of them.

                            GRESSEN

                      (snotty)

                You were fired, correct?

                            TED

                Yes, but I'm with J. Walter Thompson

                now.  I don't think that will happen

                again.

                            GRESSEN

                      (snide)

                Give them time...

                            SHAUNESSY

                Objection, your honor!  Counsel

                is harassing the witness.

                            GRESSEN

                      (to the judge,

                       pettish)

                Your honor, I'm only examining

                the man's employment record.  He

                pretends to fitness when he cannot

                hold a job.

                            JUDGE

                Sustained.

      ON GRESSEN--He is thoughtful for a moment, like a man

      trying to decide whether or not to drop the bomb.  Then,

      turning back to Ted:

                            GRESSEN

                      (very tough)

                Mr. Kramer, did your child nearly

                lose an eye when he was in your

                care?

      REACTION, TED--stunned.  He looks across at Joanna.

      QUICK CUT, HIS P.O.V.:  Joanna looks away.

                            GRESSEN

                      (boring in)

                Mr. Kramer, did you, or did you

                not tell the child's mother that

                you were responsible for the

                injury that permanently disfigured

                your child?

      Shaunessy is on his feet racing toward the bench.

                            SHAUNESSY

                      (vehement)

                Objection!  Your honor, counsel

                is raising a question that is not

                germane to these proceedings.

                            GRESSEN

                      (to the judge)

                While the child was in the care

                of the witness, he cut his face

                badly and is now scarred.

                            JUDGE

                      (to Gressen)

                Are you introducing the question

                of negligence here, counselor?

                            GRESSEN

                Yes, your honor.

                            JUDGE

                I see.  Well, you'll have to do

                better than that.  Do you have

                any affidavits to support

                negligence?

                            GRESSEN

                I do not, your honor, however--

                            JUDGE

                This is an isolated incident,

                counselor, unless you can prove

                otherwise.

                            GRESSEN

                      (back to Ted)

                Does the witness deny the injury

                took place?

                            JUDGE

                      (before Ted can

                       say anything)

                No, counselor, I'm going to over-

                rule you on this line of questioning.

                            GRESSEN

                Then I have concluded my questions.

      ON THE PETITIONER'S TABLE--Joanna sits, still not looking

      at Ted.  She holds her face, one hand shielding her eyes.

                                                 CUT TO:

      ON THE JUDGE--as he makes his closing statement.

                                                 CUT TO:

121   INT. MAIN LOBBY, COURTHOUSE - DAY

      WIDE SHOT--Shaunessy and Ted stand talking, reviewing

      the case.  Then the two men shake hands, the lawyer waves

      goodbye, turns and starts back into the building.  THE

      CAMERA PANS WITH TED as he walks toward the main exit.

                                                 CUT TO:

122   EXT. MAIN ENTRANCE, COURTHOUSE - DAY

      ON TED--as he comes out of the building, starts down

      the steps.

                            JOANNA (O.S.)

                     Ted.

      He stops, turns:

      HIS P.O.V.: There, standing waiting for him is Joanna.

      CLOSE ON TED--his face a mask of cold anger.  She crosses

      to him.

                            JOANNA

                I'm sorry...I just mentioned it

                in passing.  I never thought he'd

                use it.

                            TED

                      (sarcastic)

                Yeah, well he did, didn't he.

                            JOANNA

                Please, Ted.  I never would have

                brought it up if I thought--

                            TED

                I'm not interested, Joanna.

                Goodbye.

      WIDE SHOT--as he turns and walks away from her, leaving

      her standing, watching him as he disappears.

                                                 CUT TO:

123   EXT. STREET - DAY

      ON TED AND THELMA--It is a bleak winter's day.  THE

      CAMERA TRACKS WITH THEM as they walk along, Ted carrying

      a bag of groceries, Thelma with cleaning.  The children

      run around them, playing.

                            THELMA

                You heard anything yet?

                            TED

                     (shakes his head)

                Any day.

      They walk in silence for several beats, each clearly lost

      in their own thoughts.  Then:

                            THELMA

                Ted.

                            TED

                      (preoccupied)

                Uh, huh...

                            THELMA

                      (this is hard to say)

                Ah, Charley and I are...Well,

                we're thinking about...I mean,

                actually we're sort of talking

                about maybe getting back together.

                            TED

                      (thunderstruck)

                You and Charley?

      Thelma nods.

                            TED

                Really?

      Thelma nods.

                            TED

                      (conflicting emotions)

                Hey, that's terrific.

                             THELMA

                      (hastily)

                Maybe.  I said maybe.

                      (apologizing for

                       her good fortune)

                What I mean is, ah...I don't think

                it'll really work out, but Charley

                seems to want it, so...

      She leaves the sentence unfinished.  They walk in silence

      for several more steps.  Then she takes his hand.

                            THELMA

                      (can't help grinning)

                Oh, God...Ted, I am really scared.

      They walk in silence for a beat, then Ted looks O.S.,

      spots something:

      HIS P.O.V.:  The Saturday Father, restless, bored, walking

      with his daughter who is also bored.  It is clear that they

      have nothing to say to one another.  He looks around, spots

      Ted, waves and starts in his direction.

      C.U. TED--He reacts as though he has seen a vision of

      his own death.

                            TED

                      (to Thelma, urgent)

                C'mon.

                      (to Billy and Kim)

                Billy, Kim.  Let's go.

      WIDE SHOT--as Ted ushers them across the street, away

      from the Saturday Father.

                                                 CUT TO:

124   INT. MEN'S BAR, MIDTOWN - DAY

      A crowded, rather posh watering spot.  Shaunessy sits

      alone at a table for two, a drink in front of him.

      REVERSE ON THE DOOR--as Ted enters, spots Shaunessy

      and starts in his direction.

      CLOSER ON SHAUNESSY'S TABLE--as Ted sits down.

                            TED

                Well?

      ON SHAUNESSY--as he looks up at Ted, says nothing.

      ON TED--He realizes that they have lost.

                            TED

                Oh, Christ!

      CROSS-CUTTING BETWEEN THEM

                            SHAUNESSY

                The judge went for motherhood

                straight down the line.

                            TED

                I lost him?  I lost him?

                            SHAUNESSY

                I can't tell you how sorry I am.

                            TED

                Oh, no..

                            SHAUNESSY

                      (reading from a

                       piece of paper)

                Ordered, adjudged and decreed

                that the petitioner be awarded

                custody of the minor child,

                effective Monday the 23rd of

                January.  That the respondent pay

                for the maintenance and support

                of said child, four hundred

                dollars each month.  That the

                father shall have the following

                rights of visitation: every other

                weekend, one night each week to

                be mutually agreed upon and one

                half of the child's vacation period.

                      (looks up at Ted)

                That's it.

                            TED

                      (grim)

                What if I fight it?

                            SHAUNESSY

                      (matter of factly)

                We can appeal, but I can't guarantee

                anything.

                            TED

                      (determined)

                I'll take my chances.

                            SHAUNESSY

                It's going to cost.

                            TED

                      (his mind is made up)

                Don't worry.  I'll get the money.

      There is a beat of silence, then:

                            SHAUNESSY

                I've got to tell you something,

                Ted.  This time it'll be Billy

                that pays.  This time I'll have

                to put him on the stand.

      CLOSE ON TED--as his last hope goes crashing to the

      ground.

                               TED

                Oh, Christ no...I can't do that.

                I just...can't...

                      (he looks up at the

                       lawyer in despair)

                Excuse me...I'm sorry...I just...

      That is all Ted can manage to say.  He gets to his feet

      and rushes for the door.

                                                 CUT TO:

125   EXT. KRAMER APT. BLDG. - DAY

      ON THE ENTRANCE--as Mrs. Willewska comes out.  Her eyes

      are red from crying.  THE CAMERA PANS WITH HER as she

      turns up the street on her way to pick up Billy from

      school.  THE CAMERA HOLDS IN POSITION as she meets

      Thelma.  They stand talking for a moment, then Thelma

      turns and starts to run toward the building.

                                                 CUT TO:

126   INT. HALLWAY, OUTSIDE TED'S APT. - DAY

      ON THE ELEVATOR DOORS--They open and Thelma steps out.

      She runs to the door, begins to knock.

                            THELMA

                      (calling out)

                Ted!...It's me...Ted?...

      There is a beat of silence, then:

                            TED (0.5.)

                      (very quiet)

                Please go away, Thel...I...I

                just have to be by myself for

                a little while...

                            THELMA

                Ted, I just heard...

                            TED (O.S.)

                Please, Thel...

      Thelma leans against the door and begins to sob.

                            THELMA

                I'm so...sorry...Oh, Ted, I'm

                so sorry...

                                             FADE TO BLACK:

      FADE IN:

127   EXT. KRAMER APT. BLDG. - DAY

      WIDE SHOT--as Mrs. Willewska brings Billy back from school.

                                                 CUT TO:

128   INT. KRAMER APT. - DAY

      ON THE FRONT DOOR--It opens and Billy and Mrs. Willewska

      enter.  Billy sees Ted and rushes across to him.

                            BILLY

                      (excited)

                Daddy!  You're home early.  Did

                you get fired again?

                            TED

                      (laughing in spite

                       of himself)

                No, son, I didn't get fired.

                      (fake cheerful)

                I'll tell you what we'll do,

                okay?  How about if we go to a

                Burger King and then we watch a

                little T.V. and then we get packed

                to go to the country tomorrow.

                Just you and me...How 'bout that?

                                                 CUT TO:

129   EXT. KRAMER APT. BLDG. - NIGHT

      ESTABLISHING SHOT--HOLD FOR A BEAT, then:

                                                 CUT TO:

130   INT. LIVING ROOM, KRAMER APT. - NIGHT

      ON TED--He sits at the dining table, a typewriter in

      front of him.  As he begins to type, hunt and peck

      system, we:

                                                 CUT TO:

      INSERT, HIS P.O.V.: The page in the typewriter.  We SEE

      and HEAR at the same time.

                            TED (V.O.)

                Joanna...This is by way of intro-

                ducing William Kramer.  He is a

                sweet child, as you will see.

                He is allergic to grape juice,

                but will more than make up for

                the loss in apple juice.  He is

                also allergic to peanut butter

                from the health food store, but

                not from the supermarket.  Don't

                ask me why.

                                                 CUT TO:

131   EXT. STREET - DAY

      ON A CORNER MAILBOX--as Ted mails the letter.

                            TED (V.O.)

                At times, in the night he will

                have nightmares, one particular

                monster is called The Face.  The

                Face, as best as I can determine,

                looks like a circus clown without

                a body, and from what the pedia-

                trician says, and what I have

                read, may be sexual fear of losing

                his penis, or a fear of his own

                anger, or just a circus clown he

                saw once.

                                                 CUT TO:

132   EXT. STREET - DAY

      ON THE SAME MAILBOX--as a sack of mail is loaded into

      a truck.

                            TED (V.O.)

                His doctor, by the way, is still

                Ed Davies.  The Sundafed is for

                colds, one tablespoon every four

                hours.  I will pack it in the blue

                suitcase.

                                                 CUT TO:

133   EXT. JOANNA KRAMER'S APT. BLDG. - DAY

      WIDE SHOT--A postman enters the building carrying a bag

      of mail.

                            TED (V.O.)

                His best stories have been Babar

                and Winnie the Pooh up to now,

                with Batman moving up.  His house-

                keeper has been Etta Willewska and

                she is the main reason for the note.

                She is a loving woman, conscientious,

                very concerned about Billy and more

                important, Billy cares about her.

                                                 CUT TO:

134   INT. HALLWAY, JOANNA'S APT. BLDG. - DAY

      ON A STACK OF MAIL--as it is dropped in front of a door-

      way.  We SEE that the letter from Ted to Joanna is on

      top.

                            TED (V.O.)

                I urge you to retain her.  Her

                number is 722-8099, and I think

                she will take the job if it is

                offered.  I'm sure other things

                will come up.  Ask me what you

                need to and I guess eventually

                we'll talk...

                                                 CUT TO:

135   INT. JOANNA'S APT. - DAY

      ON HER--as she finishes reading the letter.

                            TED (V.O.)

                That's all I can think of, except

                to repeat what I said before, he's

                a terrific kid.  I'm grateful for

                the time we've had together and I

                feel I am a better man because of

                my son...Ted.

                                                 CUT TO:

136   EXT. BEACH - DAY

      It is a clear, cold beautiful winter's day.  Ted and

      Billy walk along the beach at the edge of the water.

      THE CAMERA TRACKS WITH THEM.  There are several beats

      of silence as Ted tries to think of how to begin.

      Finally:

                            TED

                Billy, sometimes when a mother

                and a father are divorced, there's

                a discussion about who the child

                should live with, the mother or

                the father.  Now there is a man

                who is very wise.  He's called a

                judge.  And a judge has a lot of

                experience with divorces and he

                decides who it would be best for

                the child to live with.

                            BILLY

                Why does he decide?

                            TED

                Because...Well, that's what he

                does.  He's a very powerful man.

                            BILLY

                Like a principal?

                            TED

                Bigger than a principal.  The

                judge sits in robes in a big chair..

                The judge has thought a lot about

                us, about you and me and your

                mom, and he has decided...

                      (a deep breath)

                ...he has decided that it would

                be best for you to live with your

                mom Joanna in her apartment.

                      (fake cheerful)

                And I'm very lucky.  Because even

                though you'll live with your mom

                Joanna I'll get to see you once a

                week for dinner and a couple of

                weekends a month.

                            BILLY

                I don't understand, daddy.

                            TED

                      (trying very hard

                       not to cry)

                What don't you understand, pal?

                            BILLY

                Where will my bed be, where will

                I sleep?

                            TED

                At your mom's.  She'll have a

                bed for you in your own room.

                            BILLY

                Where will my toys be?

                            TED

                I'll send your toys there and

                I'm sure you'll get some new ones.

                            BILLY

                Who will read me my stories?

                            TED

                Your mom.

                            BILLY

                      (worried)

                Daddy, what if The Face comes when

                I'm at mommy's?

                            TED

                Your mom knows all about The Face,

                okay?  Don't worry, she'll tell

                The Face to beat it.

                            BILLY

                Will you come and say good-night

                to me every night?

      Suddenly Ted can't stand it any longer.

                            TED

                Look, it's getting cold.  Why

                don't you go inside where it's

                warm.  I'll be along in a minute.

      Billy hangs back, watching Ted.

                            TED

                Go on, scoot.

      The boy turns and runs back along the beach toward the

      house.  Then, he stops, turns back to look once more

      at his father.

      HIS P.O.V.: LONG SHOT--Ted stands at the ocean's edge,

      his back to CAMERA, weeping.

                                                 FADE TO BLACK:

137   EXT. KRAMER APT. BLDG. - DAY

      WIDE SHOT--It is early Monday morning.

                                                 CUT TO:

138   INT. KRAMER KITCHEN - MORNING

      ON TED AND BILLY--They stand side by side, like a

      surgeon and his assistant.  Spread out on the counter

      in front of them are the makings of French toast.

      The following is done with great efficiency, in

      contrast to the first time we saw them go through the

      same ritual.  They work in silence except for an

      occasional command.  Each concentrating on this last

      moment of closeness, each doing his best to avoid

      thinking about Billy's departure.  Finally:

      ON BILLY--looking at his father, trying to memorize

      the older man's face.

      Ted turns, sees his son watching him.

                            TED

                      (with false gaiety)

                Hey?  What's doin' with that

                bread?  Let's see a little hustle

                around here.

                                                 CUT TO:

139   INT. LIVING ROOM, KRAMER APT. - MORNING

      WIDE SHOT--Billy's bags are packed and stacked neatly

      in the living room.  Nearby, Billy and his father sit,

      silent, waiting.

      Sound-effect: The intercom from the lobby buzzes.

      CLOSER IN ON TED AND BILLY--Ted looks at his son, smiles.

      The boy smiles back.

                            TED

                This is it, pal.

      Billy, fighting back tears, nods.

      Sound-effect:    The intercom buzzes again.

      Ted gets to his feet and starts toward the foyer.

                                                 CUT TO:

140   INT. FOYER - DAY

      As Ted picks up the intercom:

                            TED

                Yes?

                            JOANNA'S VOICE

                Ted, it's Joanna.  Can you meet

                me in the lobby?...Alone?

      And she hangs up before he can answer.

                            TED

                      (to Mrs. Willewska,

                       in the kitchen)

                I'll be back in a minute.

                                                 CUT TO:

141   INT. LOBBY - DAY

      ON THE ELEVATOR DOORS--as they open, Ted steps out,

      looks around.

      HIS P.O.V.: The lobby is dark, the only light coming

      from the window.  Joanna sits off to one side, wearing

      sunglasses.  She looks up as Ted approaches, a small

      smile on her face.

                            TED

                      (abrupt)

                Okay, I'm here.  Now why did you--

                            JOANNA

                Ted, do you love him?

                            TED

                Goddamnit, Joanna. What the--

                            JOANNA

                      (insistent)

                Ted, do you love him?

      He nods.

                            JOANNA

                I love him too...I don't think

                I ever knew how much until now.

      There is a long pause as she looks at Ted, unable to

      speak.  Finally:

                            JOANNA

                     (a deep breath, then:)

                Ted, when we got married it was

                because I was twenty-seven years

                old and I thought I should get

                married and...when I had Billy

                it was because I thought I should

                have a baby...and I guess all I

                did was mess up my life and your

                life and--

                            TED

                Joanna, what the hell is--

                            JOANNA

                      (urgent)

                Please...Please don't stop me.

                This is the hardest thing I've

                ever had to do..

      ON TED--struck by the urgency in her voice.

                            JOANNA

                After I left...when I was in

                California, I began to think,

                what kind of mother was I that

                I could walk out on my own child.

                It got to where I couldn't tell

                anybody about Billy--I couldn't

                stand that look in their faces

                when I said he wasn't living with

                me.  Finally it seemed like the

                most important thing in the world

                to come back here and prove to

                Billy and to me and to the world

                how much I loved him...And I did

                ...And I won.  Only...it was just

                another "should."

                      (she begins to

                       break down)

                ...Sitting in that courtroom.

                Hearing everything you did,

                everything you went through...

                Something happened.  I guess it

                doesn't matter how much I love

                him, or how much you love him.

                I guess it's like you said, the

                only thing that counts is what's

                best for Billy.  I don't know,

                maybe that's all love is anyway...

                Ted, I think Billy should stay

                with you...

                            TED

                       (stunned)

                What?

                            JOANNA

                      (she reaches out,

                       takes his hand)

                He's already got one mother, he

                doesn't need two...He's yours...

                      (her last ounce of

                       reserve crumbles)

                I won't fight you for him any more.

                He's yours...

                            TED

                Oh, God...Oh, my God...

                            JOANNA

                Only can I still see him?

                            TED

                No more waiting in Coffee Shops

                ...I promise.

      Joanna's last ounce of reserve crumbles, she begins to

      sob.  Ted puts his arms around her and holds her.  They

      do not kiss.  Then, after a few moments she steps back.

                            JOANNA

                      (chin high)

                Okay...I think I'll go talk to

                my son now.

                     (wiping her eyes)

                How do I look?

                            TED

                Beautiful.

      They step into the elevator and, as the doors close,

      blocking them from view, we

                                                 DISSOLVE TO:

142   EXT. STREET - DAY

      ON TED AND BILLY, TRACKING JUST IN FRONT OF THEM--as

      they walk to the park. They are deep in conversation,

      although we are too far away to bear what they are

      saying. HOLD ON THEM and, as they reach the entrance

      to the park, Billy first, then Ted begin to run, over-

      whelmed with the sheer joy of being alive, of being

      together. As they continue to run, THE CAMERA PULLS BACK

      AND UP AND WE SEE that they are only two among thousands

      of parents and children in Central Park on a sunny after-

      noon. THE CAMERA CONTINUES TO PULL BACK until they are

      lost from view and it is

                                                 FADE OUT.

                            THE END




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