"KRAMER VS. KRAMER"



by



Robert Benton







FADE IN:



INT. OFFICE ? ADVERTISING AGENCY ? MIDTOWN ? EVENING



WIDE SHOT



A large and very comfortable office over-looking St. Patrick's

Cathedral. At the moment the office is filled to bursting

with men and women, slumped in chairs, sitting on desks, all

of them very tense. Among the crowd of people we note: MURRAY

FISHER, a young and very ambitious junior executive and

PHYLLIS BERNARD, an attractive woman in her early thirties.

She is a lawyer with the agency.



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

you would call a matinee idol, paces back and forth. His tie

is loosened, he checks his watch every fifteen seconds.

Clearly he is very distraught.



TED

(predicting the worst)

They're not gonna call... I tell you

they're not gonna call. I blew it. I

don't know what I did wrong, but I ?



REVERSE ON JIM O'CONNOR



Ted's boss and good friend. He is in his middle fifties,

nattily dressed with the slightly bleary look of a heavy

drinker. He sits back in his chair with his feet propped on

the desk and a drink in one hand.



O'CONNOR

(not unfriendly)

Ted, will you take it easy? Revlon's

not about to drop an account that

represents more than two million in

gross billing receipts in a small

agency like this, without making us

sweat. Now just relax, okay?

Everything's gonna be fine.



TED

(at this stage, nothing

will help)

I don't think so, Jim. Maybe I

shouldn't have ?



Sound-effect: The phone rings. Everyone freezes. As O'Connor

reaches for the phone,



CUT TO:



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



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

light.



We SEE a beautiful five year old boy (BILLY KRAMER). He lies

in bed, half asleep. HOLD FOR A BEAT as a beautiful woman

(JOANNA KRAMER) leans over, kisses the child and hugs him

tightly to her.



JOANNA

(intense)

I love you, Billy...



BILLY

(drowsy)

I love you too, mommy... Good-night...



ON JOANNA



She gets up from the bed and starts toward the door of the

child's room.



JOANNA

Sleep tight...



BILLY

Don't let the bedbugs bite...



Joanna stops in the doorway, silhouetted against the light.

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



CUT TO:



INT. HALLWAY ? EVENING



ON JOANNA



Now that the light is brighter, we can SEE her more clearly.

In her mid-thirties, she is beautiful, dressed in a style

that can best be described as Bloomingdale's. HOLD FOR A

BEAT as she leans against the door. It is clear from her

expression that she is terribly upset. Then, making up her

mind, she crosses to a closet and takes out a suitcase.



THE CAMERA TRACKS WITH HER as she carries it into the bedroom,

lays it out on the bed and opens it.



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

clothes and dumps them helter-skelter into the suitcase.



CUT TO:



INT. O'CONNOR'S OFFICE ? EVENING



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

because there is a general celebration in progress.



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

then making a toast.



O'CONNOR

Here's to Ted Kramer.



Cheers and good-natured jokes.



O'CONNOR

(putting an arm around

Ted squeezing him

tight)

I wanna tell you something about

this little runt. He went out there

and sold the shit out of Revlon and

that's why we got the account. It

was his idea, it was his concept,

right down the line...



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



TED

(embarrassed, but

cannot stop grinning)

All I can say... All I can say is

this is maybe one of the five best

days of my whole life...



CUT TO:



INT. BATHROOM ? KRAMER APT. ? EVENING



Joanna stands at the medicine cabinet, going through it,

packing things in a travel kit: rollers, deodorant, makeup,

birth control pills. She starts to take a small bottle of

perfume that has only an eighth of an inch of fluid left

inside, hesitates, then puts it back.



CUT TO:



INT. O'CONNOR'S OFFICE ? EVENING



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

only the regulars are left.



TED

(in the middle of a

story)

So anyway Jim and I are making the

pitch, right? And all of a sudden

this old guy starts to cough and I

keep on going and he keeps on coughing

and I keep on going and he keeps on

coughing and ?



Murray Fisher leans over, shakes Ted's hand.



MURRAY

(interrupting)

Congratulations, Ted. That was a

hell of a job.



TED

(surprised)

Where you goin' Murray, it's early?



MURRAY

Got to get home.



TED

(glancing at his watch)

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

out of here.

(however, instead of

going, he settles

back and resumes his

story)

So anyway, I look over and this old

geezer is starting to turn blue and

I swear to God the only thing I can

think about is that this poor

sonofabitch is gonna die on me and

screw up the pitch.



CUT TO:



INT. KITCHEN ? KRAMER APT. ? EVENING



INSERT: A long and meticulous list that Joanna is making out

of the phone numbers and addresses of doctors and hospitals,

of what the various medicines are for, and of the foods that

Billy is and isn't permitted to eat.



WIDER ANGLE



As Joanna puts the finishing touches on the list and carefully

arranges it on top of the kitchen counter next to a box of

unsweetened, whole grain cereal and a jar of honey.



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

unthinkingly throw away.



CUT TO:



EXT. OFFICE BUILDING ? MIDTOWN ? NIGHT



WIDE SHOT



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

appear.



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



O'CONNOR

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

a couple of blocks.



TED

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

late ?



O'CONNOR

Listen, Ted... I just want to tell

you, when old man Schmidt retires

next year, I've got a pretty good

feeling they'll kick me upstairs...



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

course, follows.



O'CONNOR

...and when they do, I just want you

to know I'm takin' you along with

me.



CUT TO:



INT. BEDROOM ? KRAMER APT. ? NIGHT



CLOSE ON JOANNA



As she goes through her jewelry case, taking some things,

leaving others. In the B.G. we SEE a framed photograph of

Billy, smiling, looking into the camera.



CUT TO:



EXT. STREET ? NIGHT



ON TED AND O'CONNOR



Tracking with them as they walk.



O'CONNOR

(feeling no pain)

Y'know, Ted, I mean what I said back

there. You did a hell of a job on

this and I want you to know I'm

turning the whole show over to you.



TED

(thrilled)

Wow!



O'CONNOR

I mean it Ted, you're running this

one.



CUT TO:



INT. BEDROOM ? KRAMER APT. ? NIGHT



WIDE SHOT



The suitcase is now full. Joanna zips it shut and looks around

to make sure that she hasn't forgotten anything.



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



CUT TO:



INT. FOYER ? NIGHT



WIDE SHOT



Joanna carries in the suitcase, sets it by the front door,

then she crosses to the living room and sits down at the

dining table.



CLOSER IN ON HER



She takes out a list made on the back of an old envelope. As

she begins to review it, checking off some items:



OFF SCREEN Sound: A key turning in the lock.



As Joanna looks up...



CUT TO:



HER POV



As the door swings open to reveal Ted Kramer, an enormous

grin on his face, a bottle of champagne in his hand. He is

so full of himself that he doesn't notice there is anything

wrong.



Note: Throughout the entire scene he carries the bottle of

champagne, never putting it down.



TED

I thought you might just like to

know that at five-fifteen this

afternoon we were officially handed

the Fire and Ice account by Revlon.



CROSS-CUTTING BETWEEN THEM:



JOANNA

(she takes a deep

breath, then:)

Ted, I'm leaving you.



TED

That represents a gross billing in

excess of two million ?

(hearing her)

What?!



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



JOANNA

Here are my keys. I won't be needing

them any more.



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

really leave him. All he can think of right now is that he

will have to spend the rest of the evening coping with one

of her moods.



TED

(sardonic)

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

sorry I didn't call ? I was busy

making a living.



CROSS-CUTTING BETWEEN THEM:



Joanna doesn't even bother to look up at him. She opens her

purse, takes out her wallet and begins removing credit cards.



JOANNA

My American Express... My

Bloomingdale's Credit Card... My

check book ?



TED

(the martyr)

Okay, okay... What is it this time?

What did I do now?...



JOANNA

(ignoring this)

I took two thousand out of the savings

account. That was what I had in the

bank when we got married.



TED

Joanna, whatever it is, believe me,

I'm sorry.



JOANNA

Here are the slips for the laundry

and the cleaning. They'll be ready

on Saturday.



TED

(hard lining it)

Now listen, before you do something

you'll really regret you'd better

stop and think -



JOANNA

(not bothering to

look up)

I've paid the rent, the Con-Ed and

the phone bill, so you don't have to

worry about them.



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

watches, dumbfounded.



JOANNA

There, that's everything.



Joanna gets to her feet and starts toward the front door. In

an instant Ted is after her.



TED

(panic starting)

For God's sake, Joanna, would you at

least tell me what I did that's so

terrible! Would you do me that little

favor?



ON JOANNA



At the door.



JOANNA

Look, it's not your fault, okay?

It's me. It's my fault ? you just

married the wrong person.



TED

(placating her)

So we've got problems. Everybody's

got problems ? that's normal ?



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



INT. HALLWAY OUTSIDE KRAMER APT. ? EVENING



JOANNA

Ted, you're not listening to me.

It's over, finished.



TED

I'm listening, Joanna ? believe me,

I'm listening. My wife is walking

out on me after eight years of ?



JOANNA

(bitter)

You just don't get it, do you?

(as though to a child)

I ? am ? really ? and ? truly ?

leaving ? you.



TED

I heard you, Joanna. I promise I

heard you.



JOANNA

No you didn't.

(quietly)

You didn't even ask about Billy.



TED

(stiffening)

What about Billy?



JOANNA

I'm not taking him with me.



TED

What?



JOANNA

(tears start)

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

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

anymore...



TED

C'mon, Joanna, you don't mean that.

You're a terrific mother ?



JOANNA

(from her gut)

I am not! I'm a terrible mother! I'm

an awful mother. I yell at him all

the time. I have no patience. No...

No. He's better off without me.

(unable to look at

Ted)

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

go.



TED

(desperate)

Okay, I understand and I promise I

won't try and stop you, but you can't

just go... Look, come inside and

talk... Just for a few minutes.



JOANNA

(pleading)

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

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

sooner or later... maybe tomorrow,

maybe next week... maybe a year from

now...

(looking directly at

him)

I'll go right out the window.



Sound-effect: The elevator approaching.



CROSS-CUTTING BETWEEN THEM:



There is nothing more that can be done, this is the last

moment of intimacy.



TED

(quiet)

Where are you going?



JOANNA

I don't know...



The elevator door opens, Joanna steps inside.



TED

Do you want me to help you get a

cab?



Joanna shakes her head. The elevator door closes behind her

and it starts to descend.



ON TED KRAMER



He stands for a moment, stunned, unable to move. Then he

turns and races back into the apartment.



THE CAMERA TRACKS WITH HIM as he rushes across to one of the

living room windows, throws it open and leans out.



HIS POV



Looking down to the street from the eighth floor. We SEE

Joanna step off the curb and hail a passing taxi.



TED

(calling out)

Joanna!?... Joanna?!



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

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

drives away.



CUT TO:



INT. APT. ? NIGHT



ON TED



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



Then, slowly, he closes the window, turns, and AS THE CAMERA

TRACKS WITH HIM, walks into the bedroom.



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

Joanna's section is empty except for some shoe-boxes and a

few dresses that are scattered across the floor. Several

dresser drawers have been pulled out and their contents

emptied.



HOLD IN A WIDE SHOT as Ted wearily picks up one of the dresses

and hangs it back on its hanger in its proper place, ready

for Joanna's return. As he continues straightening up the

room,



THE CAMERA SLOWLY FADES TO BLACK.



FADE IN:



INT. LIVING ROOM ? VERY LATE AT NIGHT



WIDE SHOT



Ted Kramer paces back and forth, eyeing the phone. Then,

coming to a decision, he crosses to it, picks up the receiver

and starts to dial.



CUT TO:



EXT. APT. BLDG. ? LATE AT NIGHT



WIDE SHOT



The building is dark except for the Kramer apartment which

is ablaze with lights. HOLD as we HEAR:



Sound: The phone ringing. Then:



WOMAN'S VOICE

(obviously asleep)

Huh... Hello?



TED

(righteous)

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

had it. You can call your good friend

Joanna Kramer and tell her enough is

enough, okay? I mean, I don't know

what I did, but you can tell her

she's made her point.



WOMAN'S VOICE

Ted, what are you talking about?!



TED

Don't play innocent with me, Thelma.

You know perfectly well what's going

on.



WOMAN'S VOICE

(exasperated)

Ted, I don't understand a word you're

saying. Where's Joanna?



TED

Ha! You tell me.



Sound-effect, as Ted slams down the receiver.



Instantly a light is turned on two floors below.



CUT TO:



INT. FOYER ? KRAMER APT. ? NIGHT



ON THE FRONT DOOR



As we HEAR:



Sound-effect: the doorbell rings.



A moment later Ted opens the door and THELMA PHILLIPS enters.

She is a neighbor (Apt. 6-B) and Joanna Kramer's best friend.

About four months ago Thelma and her husband Charley were

divorced.



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

son



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

(Kim).



With the divorce, however, the Kramers tried to remain friends

with both Thelma and Charley and that has caused a certain

amount of friction.



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

well, works out religiously at Jack LaLanne's and goes to a

therapist twice a week. She is also given to acting the lay

analyst with her friends. Thelma is generous with her advice,

sharing the wealth so to speak. With all of this she is kind,

loyal and a loving friend. At the moment, however, she is

all business.



THELMA

(looking around,

suspiciously)

All right. What's going on?



ON TED



From his attitude it is clear that there is no love lost

between them.



TED

All right, Thelma, you want to know

what's going on? I'll tell you what's

going on. I'll tell you exactly what's

going on.



THELMA

Look, Ted, all I ?



TED

(starting to really

roll)

I came home tonight. We just got the

Fire and Ice account at the agency.

Do you know what that means?! Do you

understand what that means? It means

that it was maybe one of the five

best days in my whole life.



THELMA

Ted, all I wanted to know was where

?



TED

(not letting her get

a word in edgewise)

I walk in the house and before I can

say "How are you?", "Did you have a

nice day?" before I can say anything.

Pow she's out the door.



THELMA

OhmyGod. Didn't she say anything?

She must've said something.



TED

(sarcastic)

Yeah, she said it wasn't any use

talking anymore.



THELMA

Ted, don't be so hostile.



Ted draws himself upright with the dignity of the Ambassador

to the Court of St. James. However, during the following, he

begins pounding the pillows on the couch into shape with

real vehemence.



TED

Hostile?

(pow)

Me?

(whack)

Thelma, I'm not hostile.

(thud)

I am anything but hostile.

(sock)

But if you want to know what I am.

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

is, I am hurt. I am very hurt. And I

just want to know one thing, okay?

Just one thing... Why? That's all I

want to know... Why?



THELMA

(how to say this)

Ted, Joanna and I used to talk a lot

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

ah, things about the two of you.



TED

(instantly nervous)

Things? What kind of things?



THELMA

(clearly she knows

more than she's

willing to say)

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

unhappy and ?



TED

(flash of anger)

Listen, Joanna Kramer's got a goddamn

good life. She's got a husband that

loves her. She's got a terrific kid.

She's got a wonderful home ?



THELMA

(getting mad herself)

What d'you know about how Joanna

felt? You went off to an office every

morning and you'd come dragging home

at seven or eight every night and as

long as dinner was on the table you

thought everything was swell.



TED

Did it ever occur to you guys that

Joanna Kramer's not the easiest person

in the world to live with?! Did it?!

For one thing she's always thirty

minutes late. You can set your watch

by it ?



THELMA

(exasperated)

So she's late. What's the big deal.

That's just a way of saying, "Pay

attention to me."



TED

(not listening)

Two. She is getting to be a real

hermit or recluse or whatever it is

you call it. Thelma, do you know

where I could be in this business if

I had a wife that entertained or

went out socially ?



THELMA

Oh for shit's sake, Ted, you are the

most selfish human being I have ever

met. No wonder she said you came

first, then Billy, then, if there

was anything left over, she got the

scraps.



TED

Joanna said that?



Thelma nods.



TED

Then how come she never said anything

like that to me?



THELMA

Maybe she didn't feel like she should

have to. Maybe she felt like if you'd

been paying any real attention to

her to start with, maybe you would've

noticed.



TED

(stung)

Boy, you guys are really something,

y'know? I'd like to know one thing,

okay ? just one little thing. Did

you tell Joanna she should leave me?



THELMA

(stiffly)

No.



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



TED

Y'know something Thelma ? you are

the typhoid Mary of divorce. I mean

it. Joanna and I never had any trouble

until you and Charley split up.



THELMA

Ted, divorce is a terrible thing. I

know, I went through it. You've got

to believe I did everything I could

to get Joanna to stay.

(pause)

But I'll tell you something. You may

not want to hear it, but it took a

lot of courage for Joanna to do what

she just did.



TED

I'd like to know what the hell kind

of courage it takes to walk out on

your husband and your child?



CLOSE ON THELMA



That stops her dead in her tracks. She had always assumed

that Joanna took Billy with her when she left.



THELMA

Joanna left Billy? She didn't take

him with her?



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



THELMA

(stunned, quiet)

Oh Shit.



CUT TO:



FADE IN:



EXT. KRAMER APT. BLDG. ? EARLY MORNING



WIDE SHOT



It is a beautiful sunny morning and the super stands in front

of the building hosing down the sidewalk. HOLD as a garbage

truck enters FRAME and the garbage men begin loading sacks

of trash into the back of the truck. As it begins to grind

up the garbage with an ungodly sound, THE CAMERA PANS UP TO

THE EIGHTH FLOOR WINDOWS.



CUT TO:



INT. BILLY KRAMER'S BEDROOM ? EARLY MORNING



MEDIUM SHOT



Billy Kramer lies in his bed, fast asleep.



HOLD FOR A BEAT as we HEAR:



OFF SCREEN Sound: From the street below, the garbage truck

grinding up garbage.



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

and,



AS THE CAMERA TRACKS WITH HIM, trudges sleepily out of his

room, across the hall and into the bathroom.



INT. BATHROOM ? EARLY MORNING



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

HEAR:



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



Then, when he is finished, he turns and, without bothering

to flush the toilet, shuffles down the hall and into his

parents' bedroom.



HIS POV



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

it.



ON BILLY



A look of suspicion on his face, he turns and starts back

down the hall toward the living room.



INT. LIVING ROOM ? EARLY MORNING



As Billy enters, looks around.



HIS POV



Ted Kramer, still fully dressed, looking like the wrath of

God is asleep in the chair.



ON BILLY



As he marches across to his father.



BILLY

Where's mommy?



ON TED



His eyes open, he looks around startled.



TED

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



CROSS-CUTTING BETWEEN THEM:



BILLY

(suspicious)

The little hand is on the six and

the big hand is on the nine. Where

is mommy?



TED

(trying to pull himself

together)

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

to know why mom's not here, right?



Billy nods.



TED

(bullshit)

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

like this. Mommy and daddy had a

little argument and mommy decided

she wanted to go off by herself for

a little while. You know how sometimes

you get mad and want to go off and

be by yourself? Well, it's like that,

okay? Okay.

(subject closed)

Now how about some breakfast?



Ted struggles to his feet and THE CAMERA TRACKS WITH THEM as

they start toward the kitchen.



BILLY

When is mommy coming back?



TED

(lying)

Soon. Very soon.



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



HIS POV



There, on the kitchen cabinet is a box of "natural grain"

cereal, a jar of honey, some wheat germ, and a banana, with

carefully written instructions from Joanna underneath.



ON TED



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

in the wastebasket.



TED

(the camp counselor)

I'll tell you what, kiddo ? why don't

I fix us some French toast?



BILLY

(impressed)

Wow! French toast, really?



TED

(the camp counselor)

Sure. Didn't I ever tell you French

toast was my specialty? I'll bet I

never told you that. Now then, the

first thing we need is...

(trying desperately

to remember)

...eggs! Right?



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



TED

This is terrific... isn't this

terrific?



As Ted begins the process of making French toast, it soon

becomes obvious that he has no idea of what he is doing.

What follows is a symphony in incompetence on Ted's part. He

breaks the eggs into a bowl and ends up with most of the

shell mixed up with the egg.



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



TED

(saying it will make

it so)

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

having a good time?



ON BILLY



Watching all of this with increasing apprehension.



BILLY

You forgot the milk.



TED

(still the camp

counselor)

That's right. You're absolutely

right... It's been a long time since

I made French toast.



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

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

around until it is half-dissolved.



TED

Look at this, isn't this something?!



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

pan and turns up the flame.



ON BILLY



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



BILLY

What about my orange juice?



TED

(the counterman)

Right. One O.J. coming up.



He opens the refrigerator and starts to get the orange juice.

As he does, black smoke begins to billow ominously from the

frying pan.



BILLY

(scared)

Daddy!!!



Ted turns, spots the smoke.



TED

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



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

very hot. He grabs it, lets out a howl of pain and the whole

mess, frying pan, butter, bread, goes crashing to the floor.



CLOSE ON TED



Suddenly all the rage comes pouring out.



TED

Goddam! Son of a bitch!



REACTION ? BILLY



Terrified.



WIDE SHOT



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



TED

(to himself as much

as to Billy)

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



Everything's going to be all right.



CUT TO:



EXT. STREET ? DAY



ON A BUS



As it pulls to a stop. The doors open and a stream of mothers

and children get off. Among them we spot Ted Kramer with

Billy. As they start across the street, Ted reaches down and

takes hold of Billy's hand. The moment they get to the far

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

his pants. Clearly Ted's hands are very sweaty.



CLOSER IN ON THEM



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



CLOSER IN ON THEM



BILLY

When is mommy coming back?



TED

Soon. I told you before, very soon.



BILLY

(nervous)

Will she pick me up after school?



TED

No. If I'm not here, you go home

with Thelma and Kim.



BILLY

What if she forgets?



TED

(weary)

I'll call Thelma and remind her,

okay? Don't worry.



They walk in silence for a few steps, then:



BILLY

But what happens if she's on her way

to school and she gets runned over

by a truck and killed? What happens

them?



Ted looks at Billy in amazement.



WIDE SHOT



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



CUT TO:



INT. OFFICE, TED'S AGENCY ? DAY



ON THE ELEVATOR DOORS



As they open and Ted steps out looking like the wrath of

God. THE CAMERA TRACKS WITH HIM as he crosses the waiting

room toward the inner offices.



ON THE RECEPTIONIST



Glancing up as he passes.



RECEPTIONIST

(cheerful)

Congratulations, Mr. Kramer.



ON TED



Looking at her like she has lost her mind. Nevertheless he

continues on, passing through swinging doors into a long

corridor lined with secretaries' desks and offices leading

off of it.



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

to pump it vigorously.



YOUNG MAN

Terrific news, Ted.



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

toward his office. O'Connor appears, throwing his arm around

Ted, squeezing him in a bear hug.



O'CONNOR

Hey... Look who was out celebrating

last night.



Suddenly Ted realizes that all these people are congratulating

him for getting the Fire and Ice account.



TED

(trying to appear

nonchalant)

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



CUT TO:



INT. O'CONNOR'S OFFICE ? DAY



Ted and O'Connor sitting across from one another. O'Connor

has just heard the news.



O'CONNOR

Jesus Christ. That's a real

blockbuster.

(shakes his head)

I always figured you guys had it

made.



TED

(morose)

You want to know the real kicker?

The real kicker is, for the first

time in my life ? the first time ? I

feel like a loser.



O'Connor nods sympathetically. Actually he is praying that

Ted won't start to cry.



O'CONNOR

(stiff upper lip)

Listen, don't let it get you down.

(doesn't believe it

for a second)

You're going to be fine.



TED

(toujour gai)

Me? I've never been better. I mean

having my wife walk out on me after

seven years of marriage agrees with

me just fine.



O'CONNOR

Look, Ted, I'm the oldest whore on

the beat, okay? Three marriages, two

divorces... You're gonna be okay.



TED

(wishful thinking)

I'm going to be okay. The way I see

it, Joanna'll come home, it's just a

matter of time.



O'CONNOR

(emphatically)

She'll be back...



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

men consider Joanna's imminent return. Then:



O'CONNOR

(trying to be tactful)

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

on the off chance she doesn't. What

are you going to do about the kid?



TED

(the wind goes out of

him)

I don't know, Jim. This whole thing

has happened so... Pow ? like that.



O'CONNOR

(a friend having to

say something very

difficult)

Look, it's none of my business, so

you can tell me to butt out, okay?

But if you want my advice, you'll

send Billy away to stay with relatives

for a while. Just until you get

yourself straightened out.



TED

(doubtfully)

I don't know, Jim...



O'CONNOR

(the Dutch uncle)

Ted, this may sound a little rough,

but we've just landed the biggest

account in the history of this agency,

right? And now it's up to us ? that's

you and me ? to deliver the goods.

Ted, you're my main man, and if I

can't depend on you a hundred and

ten percent, twenty-four hours a

day, because you're worried about a

kid with a runny nose ?



TED

Jim, I appreciate what you're saying.

I mean it, but I really think Joanna's

coming back.



ON O'CONNOR



Clearly he doesn't believe this.



O'CONNOR

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

hope you're right.



CUT TO:



INT. FOYER ? KRAMER APT. ? DAY



INSERT: TIGHT ON AN ENVELOPE



It is postmarked Denver, Colorado. The letter is addressed

to Billy Kramer and it is from Joanna.



ON TED



As he rips open the letter.



TED

Billy!



ON BILLY



He sits in the living room watching television, a chocolate

doughnut in one hand and a remote control device for watching

television in the other.



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

television set.



BILLY

(focused on T.V.)

Uh, huh...



TED

You got a letter from mom.



Instantly, Billy turns down the volume of the television.



BILLY

(excited)

When is she coming home?!



ON TED



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

absorb it.



TED

"My dear, sweet Billy: Mommy has

gone away. Sometimes in the world

daddies go away and mommies bring up

their little boys. But sometimes a

mommy can go away too, and you have

your daddy to bring you up."



As Ted continues to read, Billy starts turning up the sound

on the television, using the remote control device.



TED

(raising his voice so

he can be heard)

"I have gone away because I must

find some interesting things to do

for myself in the world. Everybody

has to, and so do I. Being your mommy

was one thing, but there are other

things and this is what I have to

do. I did not get a chance to tell

you this, and that is why I am writing

you now."



By now the volume from the television is so loud that Ted

has to shout to make himself heard over it.



TED

"I will always be your mommy and I

will always love you. I just won't

be your mommy in the house. But I

will be your mommy of the heart. And

I... "

(he looks up, about

to tell the child to

lower the volume)

Billy.



HIS POV



Billy sits, watching television with an almost ferocious

intensity on his face, doing his best to block out Ted's

voice.



ON TED



He watches his son for a second, then carefully refolds the

letter, puts it away.



TED

(as he reaches across,

turns down the sound

on the T.V.)

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

about it some other time.



CUT TO:



INT. KITCHEN ? KRAMER APT. ? LATER THAT DAY



CLOSE ON THELMA



Reading Joanna's letter.



THELMA

Oh, God... OhmyGod...



She finishes the letter, looks up at Ted.



THELMA

What are you going to do?



TED

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

thing has happened so... Pow, like

that.



THELMA

I mean, what are you going to do

about Billy?



TED

(stiff)

I'm gonna keep him, why?



THELMA

Look, this is nothing personal, but

I don't think you can do it.



TED

Thelma, I've lost my wife, I'm not

losing my child.



THELMA

(backing off)

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

something straight, right now. I

mean, I'm sorry about what happened

between you and Joanna, but it's not

my problem, understand?



REVERSE ON TED



He nods.



CROSS-CUTTING BETWEEN THEM:



THELMA

I'm not going to have you calling

every fifteen minutes just because

you can't find a hot water bottle,

understand?



Ted nods.



THELMA

I've got enough trouble raising my

own kid. I don't need another one.

Got it?



TED

Got it.



THELMA

You're on your own, understand?



TED

I understand.



THELMA

You're sure?



TED

I'm sure.



ON THELMA



A long pause, she looks at him with all the warmth of a top

sergeant facing a raw recruit. Then:



THELMA

All right. Who's Billy's pediatrician?



ON TED



He hasn't the foggiest idea.



THELMA

(machine-gun delivery)

Ed Davies. 230 East 76th Street. 472-

8227. Fifty bucks a house call, thirty

for an office visit. Write this down:

I'm not telling you twice. What's

the nearest hospital?



ON TED



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



TED

Wait a minute! Wait a minute!



THELMA

(not waiting)

Lenox Hill. 77th Street between Park

and Lex. The emergency number is 327-

0800.



TED

Slow down... Slow down...



CUT TO:



INT. TED'S BEDROOM ? DAY



WIDE SHOT



Ted stands in the middle of the room, sorting out a huge

pile of dirty clothes. Thelma sits on the edge of the bed,

watching.



THELMA

Colors in one pile, white things in

another and shirts in a third.



In the BACKGROUND we SEE the bathroom door as it opens and

Billy Kramer steps out, freshly bathed and wearing clean

clothes.



THELMA

(without looking around)

Brush the teeth. Hang up the towel

and flush the toilet.



Billy immediately turns on his heels and heads back into the

bathroom.



CUT TO:



INT. LIVING ROOM ? KRAMER APT. ? DAY



CLOSE ON A SILVER CIGARETTE BOX



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

1970."



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

it up.



MEDIUM SHOT TED



As he takes the cigarette box and balances it on a stack of

scrap books, photographs, ash trays, etc., etc., that he is

carrying. He crosses to another table, picks up a framed

photograph of Joanna and Billy and piles that on top of

everything. We realize that Ted is going through the apartment

from top to bottom and methodically cleaning out every trace

of Joanna that he can find.



CUT TO:



EXT. APARTMENT BUILDING ? NIGHT



ESTABLISHING SHOT



CUT TO:



INT. LIVING ROOM ? KRAMER APT. ? NIGHT



WIDE SHOT



As Ted goes through the room, picking up Billy's clothes

which have been strewn every which way.



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

room.



INT. BILLY'S ROOM ? NIGHT



Billy is fast asleep, the only light coming from the night

lamp on the dresser. Ted dumps the soiled clothing in a

hamper, hangs up Billy's jacket, then he neatly folds the

boy's sweater and crosses to the dresser.



CLOSER IN ON THE DRESSER



As Ted opens a drawer and starts to put the sweater away.

Suddenly he spots something.



CUT TO:



HIS POV



There, in the drawer, sitting on top of a pile of clothing

is one of the photographs of Joanna that Ted put away this

afternoon.



Billy has retrieved it and hidden it here, hoping that Ted

wouldn't find it.



CLOSE ON TED



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

son.



HIS POV



Billy asleep, tangled up in the covers.



ON TED



He removes the photograph from the drawer, crosses to the

bed and places it on the nightstand nearby so that Billy

will be able to see the picture of Joanna when he wakes up

in the morning. He sits for a moment longer on the side of

the bed and reaches across and smooths down his son's rumpled

hair.



FADE TO BLACK:



INT. TED'S OFFICE ? LATE AFTERNOON



ON TED



Clearly in a rush, loading his briefcase with work to do

that evening. He starts for the door and THE CAMERA TRACKS

WITH HIM as he walks along the outer office corridor, heading

for the elevator. As he passes the door to O'Connor's office:



TED

(calling out)

'Night, Jim.



O'CONNOR (O.S.)

(calling out)

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

you.



Reluctantly Ted stops, turns around and walks back to the

door to O'Connor's office.



CUT TO:



INT. O'CONNOR'S OFFICE ? LATE AFTERNOON



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

desk a drink in one hand.



O'CONNOR

(jovial)

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

your feet up, have a drink.



REVERSE ON TED



Hanging in the doorway, clearly anxious to leave.



TED

Can't do it tonight. Gotta pick up

Billy. I'm late.



O'CONNOR

(paying no attention

to that)

Listen, I heard a terrific joke today.

There's this Polish skydiver ?



TED

(urgent)

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

to you tomorrow.



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



REVERSE ON O'CONNOR



Obviously displeased. He sits for a moment, drumming his

fingers on the desk top, then reaches for the phone and starts

to dial. A moment later:



O'CONNOR

Murray? Jim O'Connor, why don't you

drop by and have a drink...



CUT TO:



EXT. OFFICE BUILDING ? LATE AFTERNOON



WIDE SHOT



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



CUT TO:



EXT. APARTMENT HOUSE, EAST EIGHTIES ? LATE AFTERNOON



WIDE SHOT



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



CUT TO:



INT. HALLWAY ? APARTMENT BLDG. ? LATE AFTERNOON



The elevator doors open and Ted steps out.



THE CAMERA PANS WITH HIM as he crosses to the doorway of an

apartment, rings the bell.



CLOSER IN



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

thirties.



This is MRS. KLINE. She has the slightly haggard look of

someone who has just survived a birthday party with eight

five-year-olds.



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

balloons.



TED

(apologetic)

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

?



MRS. KLINE

That's all right, but I'm afraid

Billy was a little nervous...

(she glances off screen)



THEIR POV



Billy, his coat on, his goody bag in his lap sits alone on a

bench in the foyer.



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

door.



BILLY

(to Ted, accusingly)

You're late.



TED

I'm sorry, pal, but I had a meeting

and ?



BILLY

(to Mrs. Kline anxious

to get away)

Goodbye.



MRS. KLINE

Goodbye, Bill. Thank you for coming.

(calling out to her

son in the next room)

Mark. Say goodbye to Bill.



MARK (O.S.)

(preoccupied)

Bye.



BILLY

Bye.



And he hustles his father out into the hallway. Once door is

shut behind them:



BILLY

(sullen)

I was waiting a long time.



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



TED

(this ain't exactly

the greeting he's

expected)

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

(checking his watch)

...twenty minutes late.



The elevator doors open.



BILLY

All the other mothers got here a

long time ago...



And the doors close, blocking them from view.



CUT TO:



INT. LIVING ROOM ? KRAMER APT. ? NIGHT



WIDE SHOT



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

them.



Ted is working hard, trying to establish some kind of rapport

with his son. Billy is silent, he picks at the slice of pizza

in front of him.



TED

(more of the camp

counselor)

How was school today?



BILLY

Okay... Same as usual...



TED

Billy, don't eat with your fingers.



BILLY

(morose)

Sorry.



There is a long beat of silence.



TED

(like pulling teeth)

Well, I see the Yankees finally won

a game.



BILLY

Mom, I mean dad?



TED

Yeah?



BILLY

Can I be excused? I'm not hungry. I

think I'll go to bed.



TED

Sure. Too much birthday cake, right?



BILLY

(as he gets up from

the table)

I guess...



WIDE SHOT



As Billy shuffles off toward his room. Ted sits for a beat

picking at the food on his plate.



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

and walks into his room. HOLD IN THE DOORWAY as he takes off

his shirt and pants and leaves them lying on the floor. The

boy crosses to the closet, gets his pajamas and puts them

on.



REVERSE ON TED



Standing in the doorway, watching.



TED

Goodnight.



ON BILLY



He starts to crawl into bed.



BILLY

(aloof)

'Night.



ON TED



THE CAMERA PANS WITH HIM as he crosses to where Billy dropped

his clothes on the floor, picks them up.



TED

Listen, pal, I'm sorry, okay?



Silence.



TED

I know how you feel.



Silence.



Ted crosses, sits on the edge of the bed.



TED

Look, I remember one time when. I

was a couple of years younger than

you are now and... I was staying

with this cousin of mine and my

parents were supposed to come and

pick me up by three, but it got later

and later and they didn't and they

didn't show up and I remember I got

really scared that something had

happened to them and I remember when

they finally came instead of being

happy to see them I was very angry

and... Billy, I promise I'll never

do that to you again, okay?...



Silence.



TED

Billy? Okay?



CLOSEUP BILLY



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

him nod.



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



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

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

woman who is being interviewed as housekeeper, it is a

different woman: sometimes nervous and excited, sometimes

large and lugubrious, with six shopping bags, sometimes

looking like a headmistress at Dachau.



They are uniformly (until the last) unappetizing.



Throughout this, we SEE Ted becoming increasingly desperate.



WOMAN

(looking around nervous)

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

it was this big.



TED

(apologetically)

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

bedrooms.



SECOND WOMAN

(sniffing)

Phew... This place is a real pig

sty.



TED

(defensively)

Look, my wife just walked out on me.

Okay? It's been a tough week.



THIRD WOMAN

Don't tell me your troubles, mister.

I got enough of my own.



Note: With the FOURTH WOMAN we begin on a CLOSEUP and PULL

BACK to REVEAL that we are in Ted's office and it is the

middle of the afternoon.



INT. TED KRAMER'S OFFICE ? DAY



FOURTH WOMAN

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



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

his head in.



O'CONNOR

Ted.



FOURTH WOMAN

(ignoring him)

Or windows. I come in at ten and I

get Wednesdays off.



O'CONNOR

Ted.



TED

(brisk)

I'll be with you in a minute, Jim.

(back to the woman)

You couldn't make that Saturday,

could you?



CUT TO:



INT. LIVING ROOM ? KRAMER APT. ? NIGHT



ON THE FIFTH WOMAN (MRS. WILLEWSKA)



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



There is a long pause as she looks around.



MRS. WILLEWSKA

What kind of boy is your son?



REACTION ? TED



This is the first person that ever asked about Billy.



TED

(taken aback)

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

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

very creative and...



MRS. WILLEWSKA

Could I see him?



TED

Sure. He's right in here.



As they start toward the child's room.



CUT TO:



INT. BILLY'S ROOM ? NIGHT



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

covers.



HOLD FOR A BEAT as the door opens and the light from the

hall falls across the sleeping boy.



ON THE DOOR



Ted and Mrs. Willewska stand silhouetted against the light.



MRS. WILLEWSKA

Oh... He's very beautiful.



ON BILLY



As he stirs, in his sleep.



MRS. WILLEWSKA (O.S.)

Mr. Kramer, you are a very lucky

man.



REACTION, TED



This is the first time since Joanna left that this has

occurred to him.



TED

Mrs. Willewska, could you start on

Monday?



CUT TO:



INT. SUPERMARKET ? DAY



ON BILLY AND TED



TRACKING JUST IN FRONT OF THEM as they wheel a shopping cart

along the aisle. Ted has a shopping list in his hand.



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

to put it in the shopping cart, when:



BILLY

(worried)

Mom, I mean dad...



TED

(his mind elsewhere)

Uh huh...



BILLY

That's not the right soap. We use

the kind in the green and yellow

box.



TED

C'mon, there's not much difference ?



BILLY

(firmly)

We use the green and yellow.



Ted looks at his son for a moment, then carefully replaces

the detergent that he had originally picked and reaches for

the green and yellow kind. They continue on for several steps

and Ted stops again, this time looking for a dishwashing

liquid. He starts to reach for one, stops, looks around at

Billy.



Billy shakes his head.



Ted points to another.



BILLY

(shaking his head

again)

The pink stuff.



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

cart and consults his shopping list.



TED

Okay, what color cereal do we get?



CUT TO:



EXT. PLAYGROUND, CENTRAL PARK ? DAY



WIDE SHOT



It is that same afternoon and Billy (his clothes are much

dirtier by now) is running back and forth with a group of

other children.



MAN'S VOICE (O.S.)

Walk him over to Bethesda Fountain

and buy him an ice.



ON TED



He sits on one of the playground benches, the work he took

from the office stacked beside him on the bench. Sitting

next to him is a personable-looking man of about Ted's age.

He is nattily dressed in a suit complete with vest, tie and

polished Gucci loafers. We will call him THE SATURDAY FATHER.



Note: The Saturday Father and his daughter (a pretty young

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

the film. He is a divorced father, putting in his time, not

giving a shit about the child. The Saturday Father insists

on treating Ted as though they were members of the same secret

fraternity. And he comes to represent Ted's nightmare of

what might happen to him.



TED

(looking in the

direction of the

voice)

What?



SATURDAY FATHER

Walk him over to Bethesda Fountain,

buy him an ice. It'll kill twenty

minutes.



TED

I've got a lot more than twenty

minutes to kill.



SATURDAY FATHER

Tough...

(checking his watch)

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

(bored, anxious to

make conversation)

How long you been divorced?



TED

(surprised)

Three months. How can you tell?



SATURDAY FATHER

You've got that look. My lady and I

split two years ago in August and

I'm an old pro at this shit. First

thing, stay away from the Children's

Zoo. It's pure hell ? if I never see

another chicken, I'll be happy.

(calling out to his

daughter OFF SCREEN)

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



CLOSER ON TED



Finding this distinctly unpleasant. He glances around, looking

for Billy.



HIS POV



The sprinkler area. Other children are running around, but

there is no sign of Billy.



TED

(calling out)

Billy?



HIS POV



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



WIDER ON TED



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

playground.



TED

(louder)

Billy?



HIS POV



Looking in another direction. Nothing.



WIDE ON TED



Standing among a crowd of people just outside the entrance

to the playground. He is looking around wildly.



TED

Billy?!



HIS POV



There in the distance is Billy Kramer, running as hard as he

can away from Ted.



ON TED



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



HIS POV ? TRACKING FORWARD



It is clear that Billy is running with a purpose.



TED (V.O.)

Billy!



Billy pays no attention to him.



ON TED



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



HIS POV ? TRACKING FORWARD



Closer now, we can SEE that ahead of Billy is a woman that,

from behind, looks remarkably like Joanna.



CLOSER ON TED



As he realizes what is about to happen.



CLOSER ON BILLY



Catching up to the woman.



BILLY

Mommy! Mommy!



A moment later he gets close enough to grab onto her skirt.

As the woman turns around:



CLOSEUP WOMAN



Quite clearly it is not Joanna.



CLOSEUP BILLY



His face becomes impassive again. All the excitement vanishes.



BILLY

Oh. I thought you were my mommy.



CLOSEUP TED



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



CUT TO:



INT. CLASSROOM, NURSERY SCHOOL ? DAY



CLOSE ON A HOMEMADE CURTAIN



As it opens and Billy Kramer, wearing an outsized moustache,

a makeshift cape and a stovepipe hat made from construction

paper.



He stands for a moment, looking around, finally he spots

someone, grins and begins waving.



HIS POV



Across the room eighteen to twenty mothers (Ted Kramer is

the only man present) are gathered, sitting on tiny chairs

and at work tables watching as their children put on a show.



ON BILLY



Suddenly he forgets his lines, looks around nervously. A

moment later a very pretty young teacher leans over, whispers

in his ear.



TEACHER

Ladies and gentlemen...



BILLY

Ladies and gentlemen...



TEACHER

Welcome to the greatest show on earth.



BILLY

Welcome to the...

(he forgets again)



REVERSE ON TED



He leans forward mouthing the words as the teacher prompts

Billy.



TEACHER

Greatest.



BILLY

Greatest...



TEACHER

Show.



BILLY

Show...



TEACHER

On earth.



BILLY

On earth.



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

it.



CROSS-CUTTING BETWEEN THE CHILDREN PUTTING ON THE SHOW AND

TED KRAMER SITTING IN THE AUDIENCE WATCHING:



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

Billy does something particularly difficult, Ted nudges the

woman next to him.



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

guiding, helping, over and over and over we cannot help but

notice how attractive she is. Toward the end of the show

Ted's POV occasionally follows the teacher rather than the

child.



DISSOLVE TO:



WIDE SHOT



The show is over and the parents and children mill around

eating popcorn, drinking lemonade from paper cups. Ted stands

off to one side, talking to the teacher as Billy runs around.



CLOSER IN ON THEM



TEACHER

Mr. Kramer, I just wanted to tell

you what a wonderful boy your son

is.



TED

(clearly attracted to

her)

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

(glancing around,

making sure Billy is

out of earshot)

I mean, with what he's been through

and everything. I ?



TEACHER

(solicitously)

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



TED

(giving himself a few

points)

Well, you know it's not easy raising

a kid on your own and I thought if

we could get together and, uh, discuss

?



At that moment one of the class mothers interrupts, reaches

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



WOMAN

(effusive)

Barbara! Congratulations! When is

the baby due?



TEACHER (BARBARA)

Oh, God. Not 'til August.



CLOSE ON TED



Inadvertently glancing at the teacher's stomach, nothing

shows.



ON THE TEACHER



As she turns back to Ted.



TEACHER

Excuse me. You said you wanted to

talk, Mr. Kramer.



TED

(embarrassed)

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

(checking his watch)

I've got an appointment... I forgot

all about it...



As Ted begins beating a hasty retreat,



CUT TO:



EXT. STREET ? DAY



ON TED



TRACKING IN FRONT OF HIM as he walks down the street carrying

a large and elaborate papier-maché art thing that Billy made

in school.



CROSS-CUTTING BETWEEN TED AND HIS POV:



As he manages to notice every single pretty girl that passes,

thread his way through the crowd and still balance Billy's

enormous work of art.



CUT TO:



INT. AGENCY ? DAY



ON THE ELEVATOR DOORS



As they open, Ted squeezes off and AS THE CAMERA TRACKS WITH

HIM, he crosses the waiting room and enters the offices

proper. He pauses at his secretary's desk and deposits Billy's

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

papier-maché thing and her notebook in hand, and follows Ted

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



SECRETARY

Mr. O'Connor called. There's a meeting

with the Revlon people in the board

room and you're fifteen minutes late.



TED

(in a rush)

I know... I know.



SECRETARY

Mr. Schmidt can't have the figures

on the television buy until Monday.



TED

No. Uh, uh. Tell him I asked for it

Friday. I want it Friday. Period.



SECRETARY

Mr. Lombardo from packaging wants to

meet on Friday.



TED

Fine.



By now they have reached the board room. He enters without

knocking, his secretary still in tow.



SECRETARY

And Mrs. Kelsey called to ask if

Billy can come to Stephanie's birthday

party on Tuesday.



CUT TO:



INT. BOARD ROOM ? DAY



The room is filled with executives in three piece suits and

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



TED

(as he enters)

Yes. Remind me to pick up a "Crying

Chrissie" doll at lunch on Tuesday.



ON O'CONNOR



Clearly he is very irritated at this.



O'CONNOR

(sardonic)

If it's all right with you, Mother

Kramer, can we get down to work now?



CUT TO:



INT. PHYLLIS BERNARD'S OFFICE ? DAY



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

everywhere.



In the midst of all this chaos sits PHYLLIS BERNARD, as we

said before, she is about thirty, very pretty in spite of

her glasses.



ON PHYLLIS



She looks up as Ted enters. It is clear from their attitude

that they have known one another for a long time and are

very relaxed together.



PHYLLIS

Hello, Kramer.



ON TED



He drops into a chair and shoves a stack of papers across

the desk to her.



TED

Hiya, Phyllis. These are the Revlon

contracts. I thought you ought to

check them out.



PHYLLIS

Sure.



She takes the papers and starts to rifle through them,

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

she does, we notice that the second and third buttons of her

blouse have come undone and that she is not wearing a bra.



CLOSER ON TED



As he realizes this.



ON PHYLLIS



She glances up to ask Ted a question about some point or

other, notices the direction of his gaze and, unself-

consciously buttons up her blouse.



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



ON PHYLLIS



Not looking up from her papers.



PHYLLIS

Yes.



TED

(baffled)

Yes, what?



PHYLLIS

(looks up, serious)

Yes, I'll have dinner with you.



CUT TO:



INT. TED KRAMER'S BEDROOM ? LATE AT NIGHT



ON THE BED



Although the room is dimly lit, we can SEE quite clearly

that Ted and Phyllis are in bed together. They have finished

making love and Ted lies back, half asleep. Phyllis reaches

across to the nightstand, puts on her glasses and checks her

w

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