>> / The Curious Case of Benjamin Button

/ The Curious Case of Benjamin Button. .

: / The Curious Case of Benjamin Button.

/ The Curious Case of Benjamin Button

78.

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ELIZABETH ABBOTT Sit. There's a proper way to make tea.

BENJAMIN Where I'm from, they just want it to be hot.

She doesn't smile. He gives her a cup of tea... She cradles the cup... They're quiet, drinking their tea...two strangers... After some moments...

ELIZABETH ABBOTT You're a seaman? I don't mean to be rude...but aren't you rather old to be working on a boat?

BENJAMIN There's no age limit... as long as you can do the work...

She nods... They're quiet again. She sits at an old wood counter.

ELIZABETH ABBOTT You have trouble sleeping?

It's an invitation to sit with her... He pulls a stool over sitting across from her...

BENJAMIN I didn't know I did... I usually sleep like a baby. Something kept me up.

ELIZABETH ABBOTT I never sleep... Well, rarely anyway...

He doesn't say anything.

ELIZABETH ABBOTT (CONT'D) My father, when he was in his eighties, was so sure he was going to die in his sleep... He would only take naps during the afternoon... so that death couldn't catch him...

BENJAMIN Did he?

(CONTINUED)

79.

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ELIZABETH ABBOTT Did he what?

BENJAMIN Die in his sleep?

ELIZABETH ABBOTT He died sitting in his favorite chair listening to his favorite program on the radio.

BENJAMIN (smiles) He must have known something.

She smiles at the idea... Another one... that goes as quickly as it's come... And it's quiet again...

ELIZABETH ABBOTT My husband's the British Trade Minister. We've been here fourteen months... We were supposed to be going to Peking... but it just never did work out. It never does seem to work out. Have you been to the Far East?

BENJAMIN I haven't really been anywhere. I mean outside different harbors.

ELIZABETH ABBOTT Where are you from?

BENJAMIN New Orleans, Louisiana.

ELIZABETH ABBOTT (pure Elizabeth) I didn't know there was another one.

Which escapes him.

ELIZABETH ABBOTT (CONT'D) I've never been to America. Everywhere else. But not America. Am I missing anything?

BENJAMIN (simply, guileless) The Mississippi River.

(CONTINUED)

80.

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BENJAMIN BUTTON'S (V.O.) And she told me all the places she had been, and what she had seen...

ELIZABETH ABBOTT I can tell you what bars look like in places all over the world...

BENJAMIN BUTTON'S (V.O.) And we talked until just before the dawn...

118 INT. KITCHEN, "WINTER PALACE," RUSSIA - DAYBREAK, 1941 118

The first hint of daylight...

ELIZABETH ABBOTT Thank you for the tea...

She leaves as quietly as she entered... Benjamin remains standing for a moment...then shuts the light off behind him.

BENJAMIN BUTTON'S (V.O.) ...And we went back to our rooms... to our separate lives...

And as he goes back up the quiet stairs...

BENJAMIN BUTTON'S (V.O.) (CONT'D) And every night... we would meet in the middle Of the night...

119 INT. LOBBY, "WINTER PALACE," RUSSIA - DEAD OF NIGHT, 1941 119

Benjamin padding downstairs... slowing... happy to see Elizabeth, in her bathrobe, sitting in the empty lobby, waiting for him...

120 INT. KITCHEN, "WINTER PALACE," RUSSIA - BEFORE DAWN, 1941 120

Elizabeth and Benjamin quietly talking...

BENJAMIN BUTTON'S (V.O.) A hotel in the middle of the night can be a magical place...

And we see the empty front desk and tiny silver bell... The vacant lobby, with its musty old rugs... The open elevator, waiting... The dining room, with its crisp white tablecloths.

(CONTINUED)

81.

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BENJAMIN BUTTON'S (V.O.) (CONT'D) A mouse stopping and running and stopping...

A mouse crossing the lobby floor doing just that...

BENJAMIN BUTTON'S (V.O.) (CONT'D) A radiator hissing. A sink dripping. A floor creaking. A curtain blowing.

We see and hear it all... All the little sounds, a symphony, that make up life in a hotel in the middle of the night... Benjamin and Elizabeth sitting quietly drinking their tea.

BENJAMIN BUTTON'S (V.O.) (CONT'D) There is something peaceful, even comforting, knowing that people you love are asleep in their beds, where nothing can harm them...

121 INT. VARIOUS BEDROOMS - DEAD OF NIGHT, 1941 121

Queenie and Tizzy asleep together in her bed... Their child on the floor... The old people in their beds in the old house. Ngunda Oti asleep in a room somewhere. The unnamed woman's grave. A different kind of sleep. And of course Daisy, in a New York apartment loft with other dancers... sleeping peacefully.

BENJAMIN BUTTON'S (V.O.) Elizabeth and I would talk through the night until just before dawn...

122 INT. KITCHEN - "WINTER PALACE" - RUSSIA - DAYBREAK, 1941 122

Daylight starts to creep in... she gets up, about to go... she slows...

ELIZABETH ABBOTT I may have given you the wrong impression.

BENJAMIN The wrong impression?

ELIZABETH ABBOTT You must think I don't love my husband.

(CONTINUED)

82.

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BENJAMIN Why do you say that?

ELIZABETH ABBOTT Married women don't usually sit with strange men in a hotel in the middle of the night. I certainly don't.

BENJAMIN (honestly) I don't know what married women do or don't do.

ELIZABETH ABBOTT Let's get one thing straight. I love him very much. I happen to think he is one of the smartest and most considerate men I ever met. It is not his fault I decided to spend my life in his shadow.

And with that she gets up and leaves... Benjamin, left with that thought...

123 INT. DINING ROOM, "WINTER PALACE," RUSSIA - NIGHT, 1941 123

Benjamin and Elizabeth in the empty dining room at a table with a white tablecloth... with some wine and cheese... She's laughing now, measurably loosened up...

ELIZABETH ABBOTT He started to take his pants off... I'm afraid he misread me completely...

He laughs. She looks through her wine glass at him...

ELIZABETH ABBOTT (CONT'D) Do you notice how people look better through a wine glass...

He holds his up.... looking at her....She moves her glass just looking at him...

ELIZABETH ABBOTT (CONT'D) You're a good looking man with or without a wine glass...

She picks at the tablecloth with her finger next to his... She puts her finger over his making a cross...

(CONTINUED)

83.

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ELIZABETH ABBOTT (CONT'D) We are all just crossing in the night. Sometimes we intersect.

She leaves her finger there for a moment... lingering... She abruptly moves it away...

ELIZABETH ABBOTT (CONT'D) I should go to bed... he'll be up soon.

She hesitates... And she kisses him, and then hurries out of the dining room... As Benjamin sits in the empty dining room... the kiss left on his lips...

BENJAMIN BUTTON'S (V.O.) It was the first time a woman had ever kissed me. It's something you never forget.

124 INT. THE HOSPITAL ROOM, NEW ORLEANS - DAY, PRESENT 124

The wind and rain knocking at the window. Daisy silently lying in bed.

CAROLINE Are you upset, Mother?

She doesn't say anything. Caroline, seeing her feet have come out of the covers, caring, fixes her blanket.

CAROLINE (CONT'D) Would you like some socks?

Daisy's quiet.

CAROLINE (CONT'D) Do you want me to stop reading?

Daisy's answer for her is...

DAISY It must have been very cold. I'm glad he had somebody to keep him warm.

Which Caroline takes as her cue to read on...

CAROLINE (after a beat, reading) "I couldn't wait to see her again."

83A.

125 INT. "WINTER PALACE," RUSSIA - ANOTHER LATE NIGHT, 1941 125

Benjamin comes hurrying down the stairs. Elizabeth is waiting, as she normally is, but this time she is dressed... Lipstick and hair done... wearing a fur.

(CONTINUED)

84.

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BENJAMIN (self-conscious) I'm not dressed --

ELIZABETH ABBOTT You're delicious just as you are...

She laughs, taking his arm, walking to the dining room as if going to dinner... They sit at a table... which she has set for them... Caviar and Vodka...

ELIZABETH ABBOTT (CONT'D) Don't bother with the cheese or the wine here, they're quite common... but the caviar and the vodka are plentiful and sublime...

She feeds him a spoonful of the caviar...Unaccustomed to it, he swallows it too quickly...

ELIZABETH ABBOTT (CONT'D) Take your time... If you eat it all at once there will be nothing left to enjoy... savor it...

She gives him another spoonful... and takes one herself... He takes his time... They both do... savoring it...

ELIZABETH ABBOTT (CONT'D) (pouring) Now, a swallow of vodka...

Which they do... She laughs... Looking at him...

ELIZABETH ABBOTT (CONT'D) You haven't been with many women have you?

BENJAMIN No. Not many. At least none on a Sunday.

ELIZABETH ABBOTT (smiles) I feel like I'm with a virgin.

She's not far off... And it's a lovely thought... and it makes her think of her youth.

(CONTINUED)

85.

125 CONTINUED: (2) 125

ELIZABETH ABBOTT (CONT'D) When I was nineteen, I tried to become the first woman to swim the English Channel...

126 EXT. THE ENGLISH CHANNEL DAY, 1911 126

And we see just that....Young Elizabeth, in goggles, her body covered with grease, swimming with two escort boats across the English Channel.

ELIZABETH ABBOTT'S (V.O.) The current was so strong...that for every stroke I took... I was pushed two strokes back...

And we see just that, Elizabeth fighting the current...

ELIZABETH ABBOTT'S (V.O.) (CONT'D) I swam for 32 hours... I was only two miles from the French shore...

Elizabeth in sight of the lights of Calais...

ELIZABETH ABBOTT'S (V.O.) (CONT'D) When it started to rain...

And it starts to rain on her... Harder and harder... the shore is suddenly gone from sight...

ELIZABETH ABBOTT'S (V.O.) (CONT'D) When I couldn't go any further, and I just stopped...

And we see her being taken onto a boat, a blanket wrapped around her...

127 EXT. CALAIS, BEACH - NIGHT, 1911 127

ELIZABETH ABBOTT'S (V.O.) They asked me whether I would try again...?

ELIZABETH ABBOTT Why wouldn't I?

She smiles, a young girl, full of life...

86.

128 INT. DINING ROOM - "WINTER PALACE" - LATE NIGHT, 1941 128

ELIZABETH ABBOTT I never did. As a matter of fact, I have never done much of anything with my life after that...

And it's quiet. She touches his rough hand.

ELIZABETH ABBOTT (CONT'D) Your hands are very rough... you have grease under your nails...

She runs her fingernail along his face...

ELIZABETH ABBOTT (CONT'D) I can feel the wind on your face...

They look at each other. And this time, Benjamin kisses her. It lingers... She stops herself...

ELIZABETH ABBOTT (CONT'D) I'm afraid it's the witching hour...

She quickly gets up... And she's gone. As Benjamin sits in the empty dining room.

BENJAMIN BUTTON'S (V.O.) It took me a long time to go to sleep.

129 INT. "WINTER PALACE," RUSSIA - ANOTHER LATE NIGHT, 1941 129

We see Elizabeth nicely dressed, a bottle of champagne in her hand, sitting anxiously waiting. The elevator doors open. Benjamin in a suit and tie, as handsome as we've seen him steps out. She stands, takes his arm.

BENJAMIN Do I look okay? I borrowed it from one of the men. It's his church suit.

ELIZABETH ABBOTT You take my breath away.

She walks with him, champagne bottle in hand, through the empty lobby...

(CONTINUED)

87.

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ELIZABETH ABBOTT (CONT'D) The thing about clothing is, it should make you feel comfortable, then you will be comfortable... Come, let's take a walk...

130 EXT. MURMANSK, RUSSIA - DEAD OF NIGHT, 1941 130

Their arms in each other's, their breath showing in the night, they walk through the sleeping Russian town, their shadows in the moonlight. They stop to share a drink from the champagne bottle. They laugh.

BENJAMIN I feel so much younger when I'm with you...

And it seems he's about to go on... But Elizabeth, flattered, takes it metaphorically...

ELIZABETH ABBOTT That's such a nice thing to say. You make me feel years younger, too. I wish I was. I would change so many things. I would undo all of my mistakes.

BENJAMIN What mistakes?

ELIZABETH ABBOTT I kept waiting, thinking I would do something to change my circumstance... Do something... But I never did... It's an awful waste, you can never get it back... wasted time...

They're quiet. She looks at him.

ELIZABETH ABBOTT (CONT'D) (abruptly) If we're going to have an affair, you're never to look at me during the day, we must always part by sunrise, and we can never say "I love you..."

He's quiet...

(CONTINUED)

88.

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ELIZABETH ABBOTT (CONT'D) And when it is over I will send you a card that will simply say goodbye... Those are the rules...

They stand in the cold. His answer is...

BENJAMIN Are you as cold as I am?

ELIZABETH ABBOTT (laughs) My god, colder.

They stop to finish what's left of the champagne, Elizabeth hurling the bottle. The bottle falling silently into some fresh snow.

ELIZABETH ABBOTT (CONT'D) You can't even break a bottle here.

They look at each other and they kiss. And without anything else needing to be said, they start back...

131 INT. LOBBY, "WINTER PALACE," RUSSIA - LATE NIGHT, 1941 131

ELIZABETH ABBOTT Get a key.

Benjamin goes behind the registration desk, taking an empty room key off a hook... They cross to the elevator...

132 INT. ELEVATOR, "WINTER PALACE," RUSSIA - LATE NIGHT, 1941 132

They stand in the elevator as it ascends. Anticipating what's to come...

133 INT. HALLWAY, "WINTER PALACE," RUSSIA - LATE NIGHT, 1941 133

They move along a dark hallway. He quietly unlocks an empty room door... And as he follows her into the room... the door closing.

BENJAMIN BUTTON'S (V.O.) She was the first woman who ever loved me.

89.

134 INT. "WINTER PALACE," RUSSIA - ANOTHER DAY, 1941 134

Benjamin, in his peacoat, and stocking cap, snow on him, hurries into the hotel from work... He runs to the elevator, the doors just closing.

BENJAMIN Hold it...

It opens. He goes inside. And Elizabeth's husband is standing in the elevator.

135 INT. ELEVATOR, "WINTER PALACE," RUSSIA - LATE DAY, 1941 135

They silently ride up, not a word exchanged. The elevator stops. Elizabeth's husband gets out. As he quietly walks down the hall...

BENJAMIN'S (V.O.) We saw each other every night... we always used the same room...

136 INT. HALL "WINTER PALACE," RUSSIA - NIGHT TO DAWN, 1941 136

We see the key going into the door... Benjamin and Elizabeth going inside closing the door behind them... leaving us with the quiet hallway.

BENJAMIN'S (V.O.) But each time seemed new and different...

And we see them as dawn creeps along the hallway, Benjamin and Elizabeth, leaving the room, not wanting to part, passionately kissing, and as they start to go their separate ways...

BENJAMIN (whispering) Elizabeth...

She turns.

BENJAMIN (CONT'D) (whispers) You should swim the English channel again.

And as she laughs to herself and hurries off...

BENJAMIN BUTTON'S (V.O.) Until one night...

90.

137 INT. "WINTER PALACE," RUSSIA - ANOTHER NIGHT, 1941 137

We see Benjamin coming down the stairs, into the lobby to meet Elizabeth. And he slows...Elizabeth isn't there. He looks into the bar...the kitchen....the dining room... He goes back to the lobby, sitting on a lone sofa, waiting for her... A mouse runs across the marble floor, stops, looks at him and runs off... And he sits and waits.

138 INT. LOBBY, "WINTER PALACE," RUSSIA - EARLY MORNING, 1941 138

Snow shrouds the windows. We see Benjamin has fallen asleep on the sofa... There's the distinctive BELLOW of Captain Mike's VOICE. Benjamin wakes... He follows the bellowing to find Captain Mike with the tugboat CREW in the bar...

CAPT. MIKE Roosevelt says we all got to do our part! After them Japs attacked Pearl Harbor everyone's got to! The Chelsea's been commissioned to serve in the United States Navy, to repair, tow, salvage and rescue... Anybody don't want to go to war, now's the time to say so... Once you set foot on that boat again, you're in the Navy friend!

BENJAMIN (right away) I'll go captain!

CAPT. MIKE Easy old timer. (to the men) I'll hold it against no man. But speak up now or forever hold your water.

And the Cook, Prentis Mayes...

THE COOK I was planning on talking to you Cap'n Mike... My wife's doing poorly. I'd like to see her one more time...

CAPT. MIKE (understanding) You're free to get home any way you can Mr. Mayes.

(CONTINUED)

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And the cook walks off.

JOHN GRIMM (always dour) Who do you intend to have cook then? One of the leading causes of death at sea is food poisoning, right after inadequate safety equipment.

BENJAMIN I grew up cooking, sir. I'll take the job, if I'm not too old to serve.

CAPT. MIKE You a real Johnny on the Spot, Benjamin. I'll take any able bodied mens who wants kick shit out of the Japs and the Huns.

And with no one dissenting...

CAPT. MIKE (CONT'D) Then that's it! We's goin' to war, gentlemen!

And filled with fervor, they give a cheer.

139 INT. BENJAMIN'S ROOM, "WINTER PALACE" LATER, 1941 139

Benjamin unlocking the door to his room. An ENVELOPE has been left under the door, he opens it.

BENJAMIN'S (V.O.) She had left a note. She wrote, "it was nice to have met you." That was it.

And as he stands holding the letter in his room at the small Russian hotel:

BENJAMIN BUTTON'S (V.O.) And so, I went to war.

140 EXT. TUGBOAT, ATLANTIC OCEAN, SOMEWHERE - NIGHT, 1941 140

The men on the tug on a dark gray sea....

BENJAMIN BUTTON'S (V.O.) It wasn't the war we expected. We would tow crippled ships... scraps of metal... (MORE) (CONTINUED)

92.

140 CONTINUED: 140 BENJAMIN BUTTON'S (V.O.) (CONT'D) across the high seas... If there was a war, we didn't see it...

And what seemed exciting, the idea of war... is tedious... The "Chelsea" towing a strange hulking shape on the dark, empty sea...

BENJAMIN BUTTON'S (V.O.) (CONT'D) There was a man assigned with us... The Chief Gunner loved the Navy, and most of all, he loved America.

THE MAN'S (V.O.) There is no other country in the world...! When YOU spell America, A.M.E.R.I.C.A. You're spelling freedom...!

We see the young Gunnery Mate, no more than nineteen... sitting at his post on a high caliber machine gun... ready to kick some enemy ass...

BENJAMIN BUTTON'S (V.0.) His name was Dennis Smith and he was a full blooded Cherokee... His family had been in America for over five hundred years.

DENNIS SMITH You have these pacifists. They say they won't fight on conscience. Where would we be if everybody decided to act according to their conscience?

CAPT. MIKE (out his Window) Keeps it down, would you chief!

He goes back inside... And as they settle into their tasks..

DENNIS SMITH (on his gun, to himself, the last word) Where else can you shoot white people and get away with it...

Benjamin's the only one around to hear him...

BENJAMIN BUTTON'S (V.O.) I worked in the kitchen...

93.

141 INT. THE TUGBOAT KITCHEN - DAY, 1941 141

Benjamin busy preparing a meal in the galley kitchen. The Perpetually silent Pleasant Curtis, on kitchen duty, helping him with the preparation... while they work...

BENJAMIN (trying to make conversation) You're from the Kentucky mountains aren't you? It must be pretty there..

Pleasant Curtis doesn't say a word. Benjamin shrugging, puts the pie in an oven.

142 INT. THE GALLEY - TUGBOAT - NIGHT 142

The men; including Dennis Smith, Pleasant Curtis, John Grimm, the "fighting" Brody twins, Benjamin serving them, silently eating dinner, rolling with endless rolling Ocean. Pleasant, not interested, just gets up and leaves.

JOHN GRIMM There's something not normal about him.

As they silently eat, mostly bored...

DENNIS SMITH (looking outside) Whoever said "War is hell," doesn't know shit from shinola.

143 EXT. TUGBOAT, ATLANTIC OCEAN -- ANOTHER NIGHT, 1942 143

We see "Chelsea," a steel tow line splayed out from its winch, towing a large crippled freighter across the ocean...

BENJAMIN BUTTON'S (V.O.) We were towing a British freighter, that had gone dead in the water, 800 miles to Halifax for repair...

We see Benjamin and the crew watching the ship on the tow line run out some thousand feet behind them...

144 INT. CREW QUARTER, TUGBOAT, ATLANTIC OCEAN - NIGHT, 1942 144

We see Benjamin awake in his bunk, Dennis Smith asleep in the bunk above him.

(CONTINUED)

94.

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Pleasant Curtis seemingly asleep in his bunk below him... Benjamin looking out at the black sea... and out of the silence Pleasant Curtis for the first time speaks...

PLEASANT CURTIS I've been watching you. You seem trustworthy. If something happens to me... could you see this gets to my wife...?

He hands Benjamin a folded up handkerchief...

BENJAMIN BUTTON'S (V.O.) He had given me all of his pay... he hadn't spent a dime of it...

PLEASANT CURTIS If anything happens I want my family to know I was thinking about them, and if I could have, I'd have come back home.

And that said he turns back over... And as Benjamin looks at the dark foreboding sea... suddenly:

CAPT. MIKE (OVER) (calls) All hands on deck!!!

They bolt from their bunks... Going outside...

145 EXT. TUGBOAT, ATLANTIC OCEAN - NIGHT, 1942 145

Captain Mike stands by the wheelhouse... silently looking at the ocean... They see bodies of men, dead men, floating by them... One and two at first... then three and four... and then more and more until they are moving through a carpet of bodies...

BENJAMIN BUTTON'S (V.0.) The war found us.

As they move through the water... their propeller literally chopping up bodies, to where they have to veritably shut their engines down...

BENJAMIN BUTTON'S (V.0.) (CONT'D) A transport carrying 900 men had been hit by a torpedo. We were first to arrive at the scene...

And as the tug arrives at the scene we see a TRANSPORT VESSEL, with a gaping hole in its midships sinking quickly... Fuel oil burning on the water... (CONTINUED)

95.

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It's then we see the true horror of the men in the water... in the burning black oil... The transport boat silently slips into the water, disappearing under the sea...

146 EXT. TUGBOAT - ATLANTIC OCEAN - NIGHT, 1942 146

As the tug moves through the thick black smoke... Benjamin and the other crewmen watching along the rails...

BENJAMIN BUTTON'S (V.O.) There wasn't a sound...

Except for the lapping of water, and the tugboat's engines, there isn't... just the silence of death... Something else appears, doming onto the surface like a spectre... the U-BOAT that had reeked this havoc... looking to see the results... Captain Mike sees the sub...

CAPT. MIKE (mad as hell) We can't run from the fucker and we can't hide...! There's only one thing we can do...! (and he shouts) Battle Stations...!!!

They run to their battle stations...

147 INT. PILOT HOUSE, TUGBOAT, ATLANTIC OCEAN - NIGHT, 1942 147

Captain Mike at the wheel in the pilot house, turning the tug, furiously bearing down on the surfaced submarine...

148 EXT. TUGBOAT, ATLANTIC OCEAN - NIGHT, 1942 148

A German submariner, on the conning tower, seeing the Tugboat, turns the .50 caliber machine gun on the tugboat... Benjamin is grazed by a bullet, his forehead cut open, bleeding... Despite the strafing the tug is relentless... The submarine, seeing it is about to be rammed tries to dive... but it's too late... the tugboat ramming the submarine... severing the U-Boat in half. The concussion of the collision has triggered a torpedo in the sinking submarine's torpedo shaft, the torpedo exploding, bursting the submarine, and in the process, blasting away under the stern of the tugboat... the men on the stern blown to pieces... Benjamin's literally thrown against the wheel house... He manages to get to his feet, the tug listing, beginning to sink... There's a man's voice...

(CONTINUED)

96.

148 CONTINUED: 148

And he sees, Captain Mike riddled with bullets, his body covered with blood... Benjamin bends to him... Captain Mike trembling as he lays dying...

CAPT. MIKE Look at what they did! They shot holes in me! They shots the hell out my paintin'!

His body, his tattoos, like a ripped canvas, is riddled...

CAPT. MIKE (CONT'D) You've seen a lot of things. Tell me it's going to be alright.

BENJAMIN You're going to heaven Captain Mike. You're going to heaven.

Benjamin sits beside him, his friend Captain Mike, dying. And a light comes in Captain Mike's eyes... an understanding.

CAPT. MIKE You can be mad as a mad dawg at the way things wents... You can swear, curse the fates, regret every'ting you ever dids... but when it comes to the end... You have to lets go...

He looks in Benjamin's old eyes....

CAPT. MIKE (CONT'D) Give me a hand, old man...

And as he holds Benjamin's hand ready to meet his maker...

149 EXT. TUGBOAT, ATLANTIC OCEAN - LATE AFTERNOON, 1942 149

There are two destroyers and a hospital ship in the battle zone flow... Planes circling... The water still speckled with debris, and bodies...

150 EXT. A LIBERTY SHIP, THE NORTH ATLANTIC - DUSK, 1942 150

We see Benjamin at the railing of a Liberty Ship.. He watches the "Chelsea" sink, disappearing under the sea...

(CONTINUED)

97.

150 CONTINUED: 150

BENJAMIN BUTTON'S (V.O.) 736 men died that day... I said my goodbyes to the Cherokee, Dennis Smith, John Grimm who was right, he was going to die there... I sent Pleasant Curtis' wife his money... I said goodbye to the twin, Vic Brody...

He instinctively turns, and sees Rick Brody looking out a porthole, lost without his twin brother...

BENJAMIN BUTTON'S (V.O.) (CONT'D) And to Mike Clark... Captain of the tugboat "Chelsea."

A storage cabinet is opened, a sailor taking out a wreath, from a supply of just such wreaths...

BENJAMIN You mind...

The Sailor shrugs, giving him the wreath...

BENJAMIN BUTTON'S (V.O.) I said goodbye to all the other men... who had dreams of their own... All the men who wanted to be plumbers or singers or insurance salesmen or doctors... or lawyers or Indian chiefs.

And suddenly, angrily, he throws the wreath into the water...

BENJAMIN BUTTON'S (V.O.) (CONT'D) Out here, death didn't seem normal.

Benjamin standing at the rail of the ship... no longer a boy... And a SAILOR standing beside him....

THE SAILOR This don't get fixed...

Benjamin's quiet. When suddenly a HUMMINGBIRD comes flying across the water... It circles the wreath, the way Hummingbirds do... and then flies off...

BENJAMIN BUTTON'S (V.0.) ...I'd never seen a hummingbird that far out to sea before...

(CONTINUED)

98.

150 CONTINUED: (2) 150

And as Benjamin stands at the railing, looking at the sea...

BENJAMIN BUTTON'S (V.0.) (CONT'D) In the spring of 1945.... when I was 26 years old... I went home...

151 EXT. THE NOLAN HOUSE, NEW ORLEANS - TWILIGHT, 1945 151

We see Benjamin, suitcase in hand, going up the walk to the old house. We're struck by the difference... the old man who had left to see the world has returned a strikingly handsome man in his fifties. The old blind dog, smelling ham, ambles off the porch to meet him. Nothing seems to have changed. An old woman we don't know is rocking on the porch. A black girl, just 14... is hanging out wash...

BENJAMIN Is your mother home?

THE GIRL She's gettin' supper ready....

He goes up the porch, inside....

152 INT. THE NOLAN HOUSE, NEW ORLEANS - TWILIGHT, 1945 152

Some old folks are in the front room... Nobody we know... He moves by them into the kitchen... the stovetop smoking and gurgling... He goes into the dining room... Queenie is busy setting the table... He watches her for a moment...

BENJAMIN (quietly) Queenie...

She turns, seeing him... she drops a plate...

QUEENIE Lord have mercy....you're home...

She runs to embrace him... We see she's aged... the eight years he's been gone... and the 25 years or so since we've known her... now in her fifties...

THE GIRL'S (V.0.) (asks) Who is that mama?

The Girl comes inside... curious...

(CONTINUED)

99.

152 CONTINUED: 152

QUEENIE Your brother, Benjamin...

THE GIRL I didn't know he was my brother.

QUEENIE (laughs) There's a shit load of things you don't know...

But her interest is in Benjamin....

QUEENIE (CONT'D) (studying him) You look like you've been born again... you're younger than the springtime... I think that preacher laid the hands on you brought you a second life... I knew the moment I saw you -- you were special... Every night I got on my knees asking the Good Lord to bring you back safely. Remember what I told you...?

BENJAMIN You never know what's comin' for you.

And they both share a good laugh at her homily... glad to be together once again.

QUEENIE Did you learn anything worth repeating?

BENJAMIN I saw a lot of things.

She touches the scar, from the bullet, on his forehead.

QUEENIE You seen some pain.

He nods.

QUEENIE (CONT'D) Some joy too?

He nods, that too. And she holds him again.

(CONTINUED)

100.

152 CONTINUED: (2) 152

BENJAMIN Where's Tizzy?

QUEENIE Mr. Weathers died in his sleep one night last April. He's sleeping comfortably now in the cemetery on St. James street, God rest his soul...

BENJAMIN I'm so sorry...

She turns from him so as not to cry....

QUEENIE There's only one or two of them left now... They all just about new... waitin' their turn like everybody else... I am so glad to have I you back. Now we got to find you some proper work and get you married right...

And as she goes about readying the table for dinner, humming to herself...

153 EXT. PORCH, NOLAN HOUSE - EVENING, 1945 153

Benjamin sitting with a row of oldsters. And feeling out of place, out of time, he gets up and goes inside.

154 INT. PARLOR, NOLAN HOUSE - NIGHT, LATER, 1945 154

We see Benjamin playing the piano in the parlor, the particular tune the Woman had taught him... an old man sitting nearby, seemingly listening... Queenie, looking in...

QUEENIE You're wasting your time... he's stone deaf... You'll be staying in what was Mrs. DeSeroux's room now, you're too much of a man to stay in the attic anymore.

She goes about her business... And as Benjamin goes back to playing the piano for the deaf man... playing for himself...

155 INT. THE PARLOR, NOLAN HOUSE - NIGHT, 1945 155

We see Mr. Daws, much older now, asleep in an easy chair.

(CONTINUED)

101.

155 CONTINUED: 155

Benjamin standing at the familiar window, listening to the silence of the house...

BENJAMIN BUTTON'S (V.O.) It's a funny thing about coming home. Smells the same. Looks the same. Feels the same.

Mr. Daws awakens. Seeing Benjamin. As if he never left.

MR. DAWS Did I ever tell you I've been struck by lightning seven times. Once I was sitting in my truck listening to the radio.

And we see just that Mr. Daws sitting in his truck getting belted by lightning.

BENJAMIN BUTTON'S (V.0.) You realize what's changed, is you...

While Benjamin stands locking out the window:

BENJAMIN BUTTON'S (V.O.) (CONT'D) And one evening, not long after I had been back...

156 INT. THE NOLAN HOUSE - EARLY ONE EVENING, 1945 156

We see Benjamin, coming down the stairs. He happens to glance out a casement window... He slows... He can just see part of a TAXI coming to stop at the gate. He moves to the next landing...where he can see a figure is getting out of the cab... The figure of a young woman, wearing a beret, a dark coat and lace up boots... She strides through the gate... It takes us a moment to recognize her... the leggy thirteen year old girl is gone... replaced by a confident woman in her early twenties... with her red hair and her blue eyes she could be no one else but DAISY. Benjamin follows her progress, moving through the parlor, watching her out the screened windows... She moves gracefully past the porch with its swings... The unnamed woman's old dog, smelling her, comes to greet her... Daisy going around to the back of the house... Benjamin moving to the back door, and just as Daisy starts to knock... Benjamin opening it... Momentarily startled, she doesn't recognize him.... and asks...

(CONTINUED)

102.

156 CONTINUED: 156

DAISY Oh, excuse me... is Queenie here...?

BENJAMIN Daisy... it's me, Benjamin.

She hardly can believe her eyes...

DAISY Benjamin...Oh my God it's you... Of course it's you...

They embrace, and there's a moment when the touch is not just of old friends, but something different... and they both, in that moment recognize that things will never be the same... Daisy, over-hugging him... the way young people do...

DAISY (CONT'D) Benjamin, how are you? It's been such a long time... There's so much I want to know... When did you come back?

BENJAMIN Just a few weeks ago...

DAISY I spoke to Queenie...she told me you were in the war...somewhere at sea... I was so worried about you...

BENJAMIN (simply) I'm okay.

BENJAMIN BUTTON'S (V.0.) When I had left she was a girl... and a woman had taken her place...

BENJAMIN I can't get over you -- You are so lovely...

DAISY You stopped writing.

BENJAMIN I feel terrible about it... (smiles) (MORE)

(CONTINUED)

103.

156 CONTINUED: (2) 156 BENJAMIN (CONT'D) Now that I see you I feel even worse... Look at you...Daisy Fuller...

157 INT. HOSPITAL ROOM, NEW ORLEANS - MORNING, PRESENT 157

Daisy's still. She touches her old face.

DAISY ...Beautiful.

CAROLINE He said, "The most beautiful," Mother.

DAISY What else did he say about...

CAROLINE He said...

BENJAMIN BUTTON'S (V.O.) "...Everything, in that moment, had changed between us..."

158 INT. BACK STAIRS, NOLAN HOUSE - TWILIGHT, 1945 158

Benjamin and Daisy going up the back stairs...

DAISY I can't get over you're home... I've been planning to come by for awhile... my grandmother, you remember Grandma Fuller... of course you remember her... she passed away...

BENJAMIN I heard that... I'm sorry...

DAISY I've been wanting to get some of her things...

...They go into her grandmother's room...

159 INT. GRANDMA FULLER'S ROOM - TWILIGHT, 1945 159

Her grandmother's things are in boxes neatly stacked in a corner, waiting to be taken away... Daisy starts to go through them... Benjamin gives her a hand... As they go through things...

(CONTINUED)

104.

159 CONTINUED: 159

DAISY I can't believe I open the door, and you're actually standing there...It must be fate... What do they call it, "Kismet"? I read a book about a man named Edgar Cayce, a psychic, everything is predetermined...I like to think it's fate. What do you think, Benjamin?

BENJAMIN I don't know how it works, but I'm sure glad it happened...

They inadvertently touch... the electricity of friction... both aware of the closeness... they move ever so slightly apart...

DAISY (nervously) Have you been to New York...? It's just across the bridge from me... I can actually see the Empire State Building if I stand on my bed... Where have you been? Tell me everything. The last time you wrote you said you were in Russia? I always wanted to go to Russia... Is it as cold as they say...? You wrote you met somebody... did it work out...?

BENJAMIN (holding out) Remember this?

He's comes upon the BOOK her grandmother had read to them, Rudyard Kipling's "Just So." She sits on the bed... Benjamin sitting beside her... the two shoulder to shoulder... Daisy looking through the book... and reading....

DAISY ...This is the picture of Old Man Kangaroo at five in the afternoon..."

She looks at him.

(CONTINUED)

105.

159 CONTINUED: (2) 159

DAISY (CONT'D) You don't look like an old man anymore...You always said you were different... I think you must be...

He doesn't say anything. The two of them sitting with their backs to us like the old friends they are...They touch... acutely aware of their proximity and before it can go any further...

BENJAMIN Are you hungry? Would you like to get something to eat?

DAISY I would love that...

And the moment's gone...

160 EXT. A NEW ORLEANS STREET - NIGHT 160

...And we see a taxi door being opened in slow motion... and Daisy, dressed for the night, glides out... a man helping her... and we see Benjamin a step behind getting out of the car... dressed to the nines... hair slicked, elegant... but nonetheless, a step behind... And we hear Daisy's voice, from somewhere else...

DAISY'S (V.0.) ...I danced for a man named Ballenchine...He's a famous choreographer. He said I had a perfect line. They asked Ballenchine to describe what he did. He said, "I'm a carpenter." Isn't that amazing? In one of his rehearsals a dancer fell. He put it into the production. Can you imagine that in a classical ballet? A dancer intentionally falling? He isn't the only one, Agnes DeMille, Lincoln Kirstein, Richard Pleasant, Lucia Chase...There's a whole new word for dance now, it's called abstract..."

The door to the restaurant held open for Daisy... another man showing her inside... Benjamin forgotten for the slightest of moments at the door... going after her.

106.

161 INT. NEW ORLEANS RESTAURANT - NIGHT, 1945 161

A crowded New Orleans restaurant. Daisy as a maitre d in slow motion is showing her to a table... Men's, and even women's, eyes following her...

DAISY'S (V.0.) ...They have torn up all the conventions... the straight up and down style, all the things that bound dancers...It's not about the formality of the dance...the classical structure...it's about what the dancer's feeling...there are no rules; the movement can be tense or relaxed, abrupt or flowing, carefree or somber, it may suggest love or hate, attraction or repulsion. The unexpected shifts of weight or energy -- not just to shock but to reinvent tradition...putting the familiar form to new and unexpected uses. It's so basic Just you alone with your body...

They reach a table... A chair in slow motion swept out for her to sit... another man in slow motion putting a napkin in her lap...

DAISY (V.O) They understand America's vigor and physicality -- they understand the freshness of the American people at their most modern, at their best.

BENJAMIN BUTTON'S (V.0.) And she told me about this world that she was so attracted to... names that didn't mean a thing to me...I didn't really hear very much of what she was saying.

We watch them at the table... Benjamin listening, appreciating her... her face aglow with the intensity and the passion of youth... Caviar is brought over... vodka... She screws up her mouth not wanting to eat... We can sense he's telling her, what he's learned from Elizabeth Abbott, how to savor it... He feeds her a spoonful... They drink the vodka washing it down... she laughs, delighted... And we now hear what she is saying...

(CONTINUED)

107.

161 CONTINUED: 161

DAISY (realizing) Oh my god, I've been just talking about myself...

BENJAMIN I'm enjoying listening...

She takes out a cigarette... He instinctively looks for matches, a man gets there first, lighting her cigarette for her... he watches the smoke curl around her... appreciating her...

BENJAMIN (CONT'D) I didn't know you smoked...

DAISY I'm old enough. I`m old enough for a lot of things....

BENJAMIN Yes you are...

162 EXT. A NEW ORLEANS PARK - NIGHT 162

We see Benjamin and Daisy, their silhouettes walking through the park... She puts her arm around his shoulder... being close to him...

DAISY I have to go back tomorrow... I wish I could stay...

They reach a GAZEBO... Not a soul around... They stand for a moment in the silence...

DAISY (CONT'D) In New York we stay up all night... I eat breakfast in a diner on Houston with red booths and watch the sun come up over the buildings... there's always something to do...

Which is in stark contrast to Benjamin's life... Daisy, takes off her shoes...

DAISY (CONT'D) Dancers... don't need costumes or scenery.

And showing him what she's been telling him about, she does a dance for him...

(CONTINUED)

108.

162 CONTINUED: 162

DAISY (CONT'D) I could imagine dancing completely naked...

Daisy, dancing for him... While she dances...

DAISY (CONT'D) Have you read "D.H. Lawrence," his books were banned... The words are like making love....

He stands, hands in his pockets appreciating her... she moves closer to him... She comes next to him and she kisses him... and when he doesn't respond... she tries a different tact...

DAISY (CONT'D) In our group... you have to trust people... not be afraid... Sex... is a big part of it... A lot of the dancers... are lesbians... A woman wanted me to sleep with her....

He's quiet.

DAISY (CONT'D) Does that upset you?

BENJAMIN Which part?

DAISY That someone wanted to sleep with me.

BENJAMIN People should want to sleep with you... You're very desirable...

DAISY Let's go back to the house... or get a room somewhere... we can put down your coat...

She takes his hand, as if to lead him to the dark of the park... There's nothing he'd like more... but...

BENJAMIN It's not that I don't want to... I just can't... not tonight....Its just not...

(CONTINUED)

109.

162 CONTINUED: (2) 162

DAISY I'm old enough.

And despite how available she is, how desirable she is...

BENJAMIN Go back to New York, Daisy... Be with the people you are so fond of... You can only be young once...

DAISY Do you think you are too old for me... I've been with older men...

And when he still doesn't respond... Daisy, rejected, takes up her shoes... And she starts off... Benjamin coming beside her... but they're not really walking together anymore... and the time for them, this time, has gone away...

BENJAMIN BUTTON'S (V.0.) You only get so many chances to be with someone... I let her go... and I missed it...

163 INT. HOSPITAL ROOM, NEW ORLEANS - MORNING, PRESENT 163

Daisy, caught in the distant time...

DAISY You look so handsome in that suit... your hair...

A Nurse looks in...

THE NURSE They're sayin' the hurricane's going to miss us... blow right on by...

CAROLINE Oh, that's great.

The Nurse goes off down the hall, her voice telling people the good news...

(CONTINUED)

110.

163 CONTINUED: 163

CAROLINE (CONT'D) Isn't that good news, Mother?

But Daisy is in still another place and another time...

DAISY Good news?

CAROLINE The hurricane. It is going to miss us.

DAISY I'll just stay under the blankets with my mother. She said nothing would happen to me.

She looks at the book.

DAISY (CONT'D) Benjamin?

CAROLINE Would you like me to keep reading?

Daisy nods.

CAROLINE (CONT'D) (after a beat) He said, "Things were becoming different for me..."

164 INT. BENJAMIN'S ROOM, NOLAN HOUSE - NIGHT, 1945 164

Benjamin lying on his bed, his glasses on, reading... "D.H. Lawrence"... We see he's squinting... We see his POINT OF VIEW, the print, is blurred... He takes off the glasses, looks at the print... and it's clear as a bell...

BENJAMIN BUTTON'S (V.0.) I didn't need glasses anymore...

And we see Benjamin, naked, standing in front of a full length mirror, looking at himself, studying himself....

BENJAMIN BUTTON'S (V.0.) (CONT'D) My hair had very little gray and grew like weeds... (MORE)

(CONTINUED)

111.

164 CONTINUED: 164 BENJAMIN BUTTON'S (V.0.) (CONT'D) My sense of smell was keener... my hearing more acute... I could walk further and faster...

He can see outside an ambulance has arrived... to take away another of the old people...

BENJAMIN BUTTON'S (V.O.) (CONT'D) While everybody else was aging... I was getting younger... all alone...

And as he quietly looks at himself... There's a KNOCK on the door..

A MAN'S (V.0.) Benjamin...

He puts something on, and opens the door. And as if to underscore what he's just said, he sees THOMAS BUTTON in his fifties himself now, leaning on crutches, his feet bandaged, standing in the doorway...

THOMAS BUTTON Hello, Benjamin... Do you remember me?

BENJAMIN Of course, Mr. Button... What happened to you?

THOMAS BUTTON My foot was infected... I'm afraid they had to remove it... (beat, without irony) Welcome home, my friend.

165 INT. DELMONICO'S STEAK HOUSE, NEW ORLEANS - NIGHT, 1945 165

The bar and restaurant crowded with men, many with various kinds of handicaps from the war, drinking away their demons... And we see Benjamin and Thomas sitting at a table... thick steaks, baked potatoes, drinks at their elbows...

BENJAMIN You're still drinking Sazerac with whiskey instead of brandy.

THOMAS BUTTON I'm a man of habit.

(CONTINUED)

112.

165 CONTINUED: 165

BENJAMIN (smiles) Are you still visiting the house on Bourbon street?

THOMAS BUTTON (smiles) Not for a long time.

BENJAMIN BUTTON'S (V.0.) I told him about my life... about my time at war... and he told me how he had devoted his business to making buttons for the war effort...

THOMAS BUTTON The war has been kind to the button industry... we had gone from making forty thousand buttons a day to making two hundred and fifty thousand... We employed ten times the number of workers... We were operating around the clock...

And he quiets... the sound of the busy restaurant... And after some moments Thomas tells him...

THOMAS BUTTON (CONT'D) I don't know how much longer I have to live...

BENJAMIN I'm sorry to hear that, Mr. Button.

And it seems like he is about to tell Benjamin the entire truth... but he can't bring himself and instead...

THOMAS BUTTON I don't have any people. I keep to myself. I -- I'm frightened. I hope you won't mind... but whenever it's possible... I would enjoy your company...

BENJAMIN I'll do what I can, Mr. Button.

They quietly eat.

(CONTINUED)

113.

165 CONTINUED: (2) 165

THOMAS BUTTON (after a beat) Tell me Benjamin, do you know anything about buttons?

BENJAMIN Just what holds my shirt on.

166 EXT. BUTTON FACTORY, NEW ORLEANS - NIGHT, 1945 166

An old brick building with a painting on its side of a woman sewing on a button... "Button's Buttons." A driver waits outside of a "town car".

167 INT. BUTTON FACTORY, NEW ORLEANS - NIGHT, 1945 167

We see Thomas unlocking a door.

THOMAS BUTTON (has been telling him) ... comes from the French, "bouton," meaning a bud, or any round object...

They come into a corridor. Thomas unlocking another door.

THOMAS BUTTON (CONT'D) They were originally decorative, jewelry sewn on clothing...

168 INT. WORK FLOOR, BUTTON FACTORY - NEW ORLEANS - NIGHT 168

They walk through the quiet factory...

THOMAS BUTTON The practice of buttoning originated in the 13th century... when baggy clothing was replaced with more form-fitting clothes...

Thomas, on his crutches...past the lines of work benches... Mannequins in uniforms of the armed services... with their various gold and silver buttons...

THOMAS BUTTON (CONT'D) Button's Buttons has been in our family for one hundred and twenty- four years. My grandfather was a tailor. He had a small shop in Richmond. After the Civil War he came to New Orleans. (MORE)

(CONTINUED)

114.

168 CONTINUED: 168 THOMAS BUTTON (CONT'D) My father saw the wisdom of making our own buttons. The tailor shop grew to this... And today... (a smile) I can't sew a stitch.

Benjamin is interested, but the obvious question is...

BENJAMIN It's all very interesting. But what do you want from me?

THOMAS BUTTON I said, our family has been in the business for a hundred and twenty- four years.

BENJAMIN Our family?

And it's as if he has opened a flood gate...

THOMAS BUTTON You are my family. Benjamin, you are my son.

And tears run down his anguished face... Benjamin's still...

THOMAS BUTTON (CONT'D) I am so sorry not to have told you before...

Benjamin hasn't moved. The words ring in his ears.

THOMAS BUTTON (CONT'D) You were born the night the great war ended... Your mother died giving birth to you... I thought... I thought you were a monster... I left you on the back steps of a house... I promised your mother I'd make sure you were safe... I should never have abandoned you...

Benjamin's dead quiet... He looks at this man, his father...

BENJAMIN My mother?

115.

169 INT. THE BUTTON HOUSE, THE GARDEN DISTRICT - NIGHT, 1945 169

We see Benjamin and Thomas in a hallway leading to the kitchen of the large house... The hallway filled with: photographs of the Button Family. Thomas pointing out relatives... Family photographs...

THOMAS BUTTON ...A great uncle, from Germany. (and a group picture) All of the men in the family at the Lake House... (notices the date on it) 1915, three years before you were born.

A photograph of an old man sitting in a wooden deck chair on the dock of a lake.

THOMAS BUTTON (CONT'D) Your grandfather at the summer house on Lake Pontchartrain. When I was a boy I would love to wake up before anybody else and run down to the lake to watch the day begin. It was as if I was the only one alive.

And they've come to a young Woman's photograph... who could only be Benjamin's mother. He stops...

THOMAS BUTTON (CONT'D) I fell in love with her the first time I saw her. (beat) Your mother's name was Caroline Murphy. She was 20. She worked in your grandfather's kitchen...She was from Dublin... Her father, your maternal grandfather, was a chimney sweep... He died in the flu epidemic of 1900... Caroline came with her mother, two sisters, and four brothers in 1903 to live in New Orleans.

They stop at the kitchen door.

THOMAS BUTTON (CONT'D) I would find reasons to go to the kitchen... just to look at her...

(CONTINUED)

116.

169 CONTINUED: 169

He does just that... Looking through the round window into the empty kitchen... as if she was there those years ago... as if she was still there...

THOMAS BUTTON (CONT'D) The happiest day of my life was April 25th, 1918 the day I married your mother.

They move along the hallway... Benjamin looking at the photographs... his bloodlines... After some moments:

BENJAMIN Why didn't you tell me?

THOMAS BUTTON I made a mistake.

Benjamin looks at him.

THOMAS BUTTON (CONT'D) Come and take your rightful place... with your family... with me...

When Benjamin doesn't say anything...

THOMAS BUTTON (CONT'D) We can catch up for all the lost time...

And when he still doesn't answer...

THOMAS BUTTON (CONT'D) I'm planning on leaving everything I have to you...

His "bribe" strikes a nerve.

BENJAMIN I better go.

THOMAS BUTTON Where are you going?

BENJAMIN Home.

Benjamin turns his back and walks out.

117.

170 INT. QUEENIE'S ROOM - NIGHT, 1946 170

Benjamin standing by the door, Queenie sitting up in her bed...

QUEENIE (unforgiving, angrily) He's what?! All those years he's creeping around here, and never tells us who he is?!! I thought he was just queer or somethin' comin' around here... always askin' for you... He left us $18 that night you was found... Eighteen ratty ass dollars and a dirty diaper...! Now he wants to be your father? He wants you to sit at his side...! He wants your forgiveness! I won't ever forgive him for any of it... God's the only one that can forgive him! (finished) Now I got to get up early with Mrs. Hamilton... or she gonna drown... (but not finished) ...He thinks he can just show up, and everything gonna be fine and dandy, everybody gonna be friends... He got another thing coming...

And with that she turns over, to go back to sleep, Benjamin quietly leaves the room.

171 INT. THE NOLAN HOUSE - BACK STAIRS, HALLWAY - NIGHT 171

He climbs the back stairs to his room, as if he's carrying a terrible burden... as he comes onto the hallway, Mr. Daws is sitting on a bench in the hall... Seeing Benjamin...

MR. DAWS Did I ever tell you I was struck by lightning seven different times. Once, I was walking my dog along a country road.

And we see just that, when suddenly he's struck by lightning. The dog, unharmed, licking his face.

(CONTINUED)

118.

171 CONTINUED: 171

MR. DAWS (CONT'D) I'm blind in the one eye...I can't hardly hear...I get twitches and shakes out of nowhere... I lose my line of thought... but you know what... God, for some reason, keeps on sending me a wake-up... It's His way of reminding me I'm lucky to be alive... (a beat, sniffs the air) Storm's comin'.

And gets up and pads off into his room. Benjamin, left in the hallway...He goes over to look out the window, like the boy we remember looking out at the street lights... the street...

172 EXT. THOMAS BUTTON'S HOUSE - MIDDLE OF THE NIGHT 172

We see Benjamin being let in by a Butler into the fashionable home.

173 INT. THOMAS BUTTON'S HOUSE - MIDDLE OF THE NIGHT 173

Benjamin in the dark hallway, quietly walking among the photographs of "his" family. He goes up the staircase. He goes to his father's room. He quietly opens the door. The room's dark, his father asleep. He goes to his father's bed. His father's frail figure.

BENJAMIN (whispers) Thomas...

Thomas awakens...seeing Benjamin...

174 EXT. THOMAS BUTTON'S HOUSE - MIDDLE OF THE NIGHT 174

We see Benjamin wheeling his father in a wheelchair out of the house...And...

175 EXT. LAKE PONTCHARTRAIN, LOUISIANA - SUNRISE 175

The endless lake. And we see Mr. Button's chauffeured car driving along the lake.

176 EXT. THE BUTTON SUMMER HOME, LAKE PONTCHARTRAIN - SUNRISE 176

The car's stopped at a chain across the driveway of an old summer home. Benjamin helps to put Thomas into his wheelchair. He wheels him up the long drive to the house.

(CONTINUED)

119.

176 CONTINUED: 176

All closed up. Shuttered. There are steps that lead down to the lake. He starts to wheel his father down the steps. The steps are too steep for the wheelchair. Benjamin reaches, picking his father up out of the chair. He carries him down the steps, but that too is arduous...

And he puts his father on his back...His father holding onto his son, as Benjamin carries him on his back down the steps to the dock. There's an old wooden deck chair. He helps his father sit in the chair. And as his father sits for the last time, watching the lake...

THOMAS BUTTON Thank you, Benjamin.

Benjamin sitting at a distance behind him...Both of them watching the day begin...

BENJAMIN BUTTON'S (V.O.) You can be mad as a mad dog at the way things went...You can swear, curse the fates, regret everything you ever did... but when it comes to the end... You have to let go...

And as his father shuts his eyes, sitting in the sun.

BENJAMIN BUTTON'S (V.0.) (CONT'D) I buried him in the Button family plot.

177 EXT. AN OLD CEMETERY, NEW ORLEANS - DAY, 1946 177

We see Benjamin standing at his father's gravesite in the family plot, with ornate headstones...

BENJAMIN BUTTON'S (V.O.) I had a tailor sew onto his best coat -- a button for every year of his life....fifty-five of them... all different, pearl and silver, brass and wood... in case he lost one along the way...

And as he stands at the gravesite... He hears something. Queenie has come to be with him...to comfort him...

QUEENIE (why she's here) Don't you suffer alone for it.

She takes his arm, always there for him.

(CONTINUED)

120.

177 CONTINUED: 177

QUEENIE (CONT'D) (looking around) It's a beautiful cemetery... And buried here right next to your mother.

BENJAMIN (looks at her) His wife.

And as they stand at the gravesite...

BENJAMIN BUTTON'S (V.0.) I went to pay a visit to the button factory.

178 INT. BUTTON FACTORY, NEW ORLEANS - DAY, 1946 178

We see Benjamin with an elderly woman, MS. SANDERSON, standing at the railing of a mezzanine above the factory work floor... looking down upon the workers, exclusively women, and exclusively white women, making buttons...The women, seeing him, look up, and there's a sudden hush...

BENJAMIN My name is Benjamin, Benjamin... (for the first time) Button...

They stare up at him...

BENJAMIN (CONT'D) As you know, my father...

It still sounds strange to him.

BENJAMIN (CONT'D) ...My father, Thomas Button... recently passed...

After a moment:

BENJAMIN (CONT'D) He asked that I take over the day to day operation of Button's Buttons.

They silently stare up at him....

BENJAMIN (CONT'D) Well, I don't know the first thing about buttons...and I don't know a thing about business... (MORE) (CONTINUED)

121.

178 CONTINUED: 178 BENJAMIN (CONT'D) (after a beat) Button's Buttons has been in my father's family for over 100 years. It could not have survived without people like you. My father asked me to tell you how much he appreciated the hard work you put in for him and his company for so many years.

Dead still... And after a moment;

BENJAMIN (CONT'D) I have decided that all of you -- his loyal employees, will have a share, depending on your length of employment, in the ownership of this factory, his legacy.

ONE OF THE WOMEN We're the owners now?

BENJAMIN That's about it.

They're literally dumbfounded.

BENJAMIN (CONT'D) Mrs. Sanderson will explain how everything works and will answer any of your questions...

And with that he turns, walking away...Having "given away the store"... the workers in disbelief looking up at him...

BENJAMIN BUTTON'S (V.O.) And I went to New York.

179 EXT. NEW YORK CITY -- NIGHT, 1947 179

We see a cab pull up and Benjamin, in a nice suit, flowers in hand, daisies, gets out, hurrying into The Majestic Theater, the marquee telling us "CAROUSEL," is performing.

180 INT. THE MAJESTIC THEATER, NYC - NIGHT, 1947 180

Benjamin, coming in late, being shown to his seat. And we see the production of Rodgers and Hammerstein's musical "Carousel," with Mielziner's seminal stage design, as choreographed by Agnes De Mille... And we see the dancer is Daisy...dancing with the man of her dreams, the "bad boy" carnival barker... while Benjamin watches her.

122.

181 INT. BACKSTAGE, THE MAJESTIC THEATER - NYC - NIGHT, 1947 181

We see Benjamin, flowers in hand, making his way through a crowded backstage corridor filled with friends and well- wishers giving cast members congratulations. He comes to the door... to the attention of a STAGEHAND...

BENJAMIN I'm a friend of Daisy's...

The man matter-of-factly opens the door... A dressing room crowded with dancers changing out of their Costumes... He calls out...

THE MAN Daisy has company...

We can hear Daisy's name being said...Benjamin waiting... He sees Daisy, in a robe, coming through the room....

DAISY Somebody's looking for me?...

...And she sees it's Benjamin. And rather than excited to see him... She's startled he's there... and not altogether pleased about him showing up...

DAISY (CONT'D) Benjamin... What are you doing here?

And he realizes, as most of us have in one love affair or another, whatever his expectations may have been, his fantasy, is not the reality...

BENJAMIN I thought I'd come visit... spend some time with you if I could...

DAISY I wish you would have called... You caught me by surprise.

He gives her the flowers, the daisies.

BENJAMIN I couldn't take my eyes off of you... you were mesmerizing...

DAISY That's so nice of you to say... These are lovely... Thank you...

(CONTINUED)

123.

181 CONTINUED: 181

There's an awkward moment... and...

DAISY (CONT'D) I better get changed... a group of us are going to a party... would you like to come...?

BENJAMIN Somebody told me about a restaurant I thought you might enjoy... I made a reservation... Just in case --

DAISY (awkwardly) ...all the dancers go out together after the show... You're welcome to come with us... There'll be all sorts of interesting people... Let me get changed.

And she runs back inside the dressing room... Benjamin left to stand in the hallway....

182 INT. A NEW YORK LOFT - NIGHT, 1947 182

A loft elevator opens depositing Benjamin and Daisy along with a bunch of people into a large loft... crowded with her friends, dancers and show people, musicians, predominantly young people, straight and gay, beatniks before there were beatniks, bohemians... Music playing... People pressed together, having to shout to talk...

BENJAMIN BUTTON'S (V.O.) And I met her friends...

DAISY I'll get you a drink...

As she turns to a kitchen to get him a drink, she is startled as a young man, DAVID, suddenly grabs her, kissing her, a kiss that's not intended to be platonic... Daisy obviously involved with him... but embarrassed by the intimacy in front of Benjamin and not wanting to hurt his feelings... she pulls awkwardly away from him...

DAISY (CONT'D) This is my friend David... David dances with our company too... This is the man I've told you about, Benjamin...

They shake hands... Daisy, wanting to escape.

(CONTINUED)

124.

182 CONTINUED: 182

DAISY (CONT'D) I'll get you that drink. - -

...she goes into the kitchen...

DAVID You were her grandmother's friend or something like that...?

BENJAMIN Something like that.

And Daisy comes back out with a drink for him... and one of her own... But before she can give him his drink, a woman takes it from her... and starts to dance with her... but not with her... the way dancers do... and many of the dancers are dancing just because they feel like it... David, comes to dance with Daisy... Benjamin standing watching Daisy dancing with him... as only dancers can... in complete control of their bodies and yet totally uninhibited... Benjamin sees David kiss her... and his jealousy getting the best of him, he turns and leaves...

183 INT. HOSPITAL ROOM, NEW ORLEANS - MORNING, PRESENT 183

Daisy in her turban... listening to Caroline read..

DAISY (whispers) I knew I'd hurt you... Maybe I intended to...

184 EXT. NEW YORK STREET - NIGHT, 1947 184

Benjamin on his way out of the apartment coming along the street. Daisy running after him...

DAISY I did what you told me to... enjoy my life... I'm only going to be young once... I had no idea you were coming. What did you think I was going to do...? You can't expect me to just drop everything, Benjamin... this is my life...

And we see DAVID and a group of her dancer friends have come outside down the way into the street... looking for cabs...

(CONTINUED)

125.

184 CONTINUED: 184

DAVID (to Daisy) There's a party downtown we're going to...

DAISY (conflicted, to Benjamin) Why don't you come with us, Benjamin... There'll be a lot of musicians, interesting people there.... You'll have a good time...

BENJAMIN I came here to tell you I made a mistake before...A day doesn't go by that I don't regret it...It's not the way I felt...I should have never let you go...I came because I hoped I could be with you...

DAVID Daisy, you going to come...?

Cabs have pulled up... She's torn... between her life and some other life... Benjamin, recognizing her conflict...

BENJAMIN Do you love him?

185 INT. HOSPITAL ROOM, NEW ORLEANS - MORNING, PRESENT 185

Daisy in bed...

CAROLINE Did you Mother?

Daisy snaps back to the reality of the room... Starts to put the pieces together...

186 EXT. THE MANHATTAN STREET - NIGHT, 1947 186

DAISY I think so. I think I do.

We see the dancers scrambling getting into the taxis...

BENJAMIN (understanding) Okay. Okay... I'll see you in New Orleans...

(CONTINUED)

126.

186 CONTINUED: 186

He turns to go... she's motionless, caught between the two worlds... And we expect her to yell after him, to stop him... But instead, she does what we all do in these moments, what feels good at the time... She runs to be with her friends... She gets into a taxi... The cab drives by him as they leave... Daisy turned to look out the back window... looking back at him... He waves... letting her go... And another chance for them is missed... The street's quiet. And hands in his pockets, a middle-aged man going on 26... he walks off into the night...

187 INT. HOSPITAL ROOM, NEW ORLEANS - MORNING, PRESENT 187

DAISY (remembers) He came to tell me his father had died.

CAROLINE You couldn't have known.

DAISY I was 23...I just didn't care...

She's quiet with her thoughts... and, remembering, she hums to herself some distant memory of music...

DAISY (CONT'D) ...There are some photographs I think... the zipper part of the large bag...

Caroline goes to the suitcases... she comes back with a manila envelope... Daisy dumps them out...and we see they're photographs of Daisy dancing at the height of her abilities...

CAROLINE I've never seen these... You never talked about your dancing very much...

Daisy looks at the photographs...

DAISY I was as good as I was ever going to be. For five years... I danced everywhere... London, Prague, Vienna, and I was the only American invited to dance with the Bolshoi... It was glorious...

127.

188 EXT. MOSCOW STREET - NIGHT, 1952 188

And we see Daisy, five years older, her arm inside a tall young blond Russian dancer's, ANITOLY, crossing a snowy street in Moscow...

DAISY (V.O.) But Benjamin was never far from my thoughts...

189 INT. MOSCOW APARTMENT - NIGHT, 1952 189

Daisy in bed, the young Russian dancer Anitoly lying beside her, asleep... Daisy, looking off...

DAISY'S (V.0.) I'd find myself saying...

DAISY Goodnight, Benjamin...

190 INT. BENJAMIN'S ROOM, NOLAN HOUSE - NIGHT, 1952 190

We see Benjamin in bed, turning off the light...

BENJAMIN BUTTON'S (V.0.) I'd find myself saying... (a beat, saying) Goodnight, Daisy.

And as they both lie in their beds... thinking of the other...

191 INT. THE HOSPITAL ROOM, NEW ORLEANS - DAY, THE PRESENT 191

DAISY What did he say?

CAROL "Life wasn't very complicated..."

192 EXT. THE BAYOU, LOUISIANA - DAY 192

We see Benjamin on Tizzy's old motorcycle riding along the backroads of the endless swamps known as the bayou -

BENJAMIN BUTTON'S (V.O.) If you want you could say I was looking for something...

As he rides away...

(CONTINUED)

128.

192 CONTINUED: 192

BENJAMIN BUTTON'S (V.O.) (CONT'D) Life went on as usual.

193 EXT. THE NOLAN HOUSE - AN EARLY EVENING, 1954 193

Benjamin in work clothes on a ladder, painting some old window shutters... Queenie opens the window... to tell him...

QUEENIE Mrs. La Tourneau just passed away.

Benjamin nods. Queenie shuts the window.

BENJAMIN BUTTON'S (V.0.) Until one day...

A Messenger on a bicycle rides up...

A WESTERN UNION MESSENGER I have a telegram for Mr. Benjamin Button...

BENJAMIN That would be me....

He comes down the ladder. The Messenger gives him the telegram and getting his tip, rides off, Benjamin opens the telegram.

194 EXT. A STREET IN PARIS, FRANCE - DAY, 1954 194

We see Benjamin, carrying a suitcase, running along a street in Paris... looking for an address... He stops, in front of an old HOSPITAL... runs up the stairs...

195 INT. A HOSPITAL, PARIS, FRANCE - DAY, 1954 195

Benjamin crosses an old tile floor to a reception desk... He asks for Daisy... a Woman calls up for him...

THE WOMAN It will just be a minute... please have a seat...

Benjamin sits in the waiting room.

BENJAMIN BUTTON'S (V.0.) Sometimes we are on a collision course and we just don't know it... Whether it's by accident or by design, there's not a thing we can do about it... (MORE) (CONTINUED)

129.

195 CONTINUED: 195 BENJAMIN BUTTON'S (V.0.) (CONT'D) A woman in Paris was on her way to go shopping...

AND WE WILL SEE JUST WHAT HE IS DESCRIBING...

BENJAMIN BUTTON'S (V.0.) (CONT'D) But she had forgotten her coat... and went back to get it... And when she had gotten her coat the phone had rung... and so she had stopped to answer it... and talked for a couple of minutes...

And we see just that,..

BENJAMIN BUTTON'S (V.0.) (CONT'D) And while the woman was on the phone; Daisy was rehearsing for that evening's performance at the Paris Opera House...

And we See Daisy, in her late twenties now, at the peak of her abilities, rehearsing for that evening's performance...

BENJAMIN BUTTON'S (V.O.) (CONT'D) And while she was rehearsing... the woman, off the phone now... had gone outside... to get a taxi...

The Woman standing in the street, hand raised, looking for a taxi. A Cab comes to a stop....she moves to get it... but somebody gets there first...the cab driving off... and as she waits for the next cab...

BENJAMIN BUTTON'S (V.0.) (CONT'D) Now a taxi driver... had dropped off a fare earlier... and had stopped to get a cup of coffee...

A Taxi parked... Its Driver finishing a cup of coffee...

BENJAMIN BUTTON'S (V.0.) (CONT'D) And all the while Daisy was rehearsing...

And we see just that...

BENJAMIN BUTTON'S (V.O.) (CONT'D) And the cab driver who had dropped off the earlier fare, and had stopped to get the cup of coffee... (MORE) (CONTINUED)

130.

195 CONTINUED: (2) 195 BENJAMIN BUTTON'S (V.O.) (CONT'D) had picked up the lady, who was going shopping... who had missed getting the earlier cab...

We see the Woman riding in the taxi of the now familiar cab driver... the taxi, has to stop for a man running across the Street.

BENJAMIN BUTTON'S (V.0.) (CONT'D) The taxi had to stop for a man crossing the street who had left for work five minutes later than he normally did... because he forgot to set his alarm...

We see the man sleeping... The silent alarm clock on the bedstand...

BENJAMIN BUTTON'S (V.O.) (CONT'D) ...While the man, late for work, was crossing the street... making the cab wait... Daisy, finished rehearsing, was taking a shower.

And we see...Daisy showering,..

BENJAMIN BUTTON'S (V.O.) (CONT'D) ...While Daisy was showering; the taxi was waiting outside a Boutique for the woman to pick up a package... which hadn't been wrapped yet because the girl who was supposed to wrap it... had broken up with her boyfriend the night before and forgot to...

The Girl standing outside the back of the Boutique, crying, brokenhearted...

BENJAMIN BUTTON'S (V.0.) (CONT'D) When the package was done being wrapped... The woman, who was back in the cab... the taxi was blocked by a delivery truck...

We see the Taxi blocked by a delivery truck... the cab driver honking...

BENJAMIN BUTTON'S (V.O.) (CONT'D) All the while Daisy was getting dressed...

Daisy getting dressed...

(CONTINUED)

131.

195 CONTINUED: (3) 195

BENJAMIN BUTTON'S (V.0.) (CONT'D) The Delivery truck pulled off and the taxi was able to go...

The taxi, moving off...

BENJAMIN BUTTON'S (V.0,) (CONT'D) While Daisy, the first to be dressed, waited for one of her friends who had broken a shoelace...

We see her friend breaking her shoelace while tying it...

BENJAMIN BUTT0N'S (V.0.) While the taxi was stopped, waiting for a traffic light...

We see just that, the taxi stopped for a light.

BENJAMIN BUTTON'S (V.O.) Daisy and her friend came out of the theater...

Daisy and her friend, carrying their dance bags, coming down the steps out of the theater, coming along the street to the corner... They start to cross the street... Daisy, showing her friend a tight pirouette, when we see the Taxi, rounding the corner...

BENJAMIN BUTTON'S (V.0.) (CONT'D) And if only one thing had happened differently... if only the shoelace hadn't broken...

And we see the shoelace not breaking...

BENJAMIN BUTTON'S (V.0.) (CONT'D) ...Or the delivery truck had moved moments earlier...

The delivery truck leaving earlier...

BENJAMIN BUTTON'S (V.0.) (CONT'D) ...Or the package had been wrapped and ready... because the girl hadn't broken up with her boyfriend...

The girl and boy happily kissing...

(CONTINUED)

132.

195 CONTINUED: (4) 195

BENJAMIN BUTTON'S (V.O.) (CONT'D) ...Or the man had set his alarm and got up five minutes earlier.

The man's alarm going off, waking him up...

BENJAMIN BUTTON'S (V.O.) (CONT'D) ...Or the taxi driver hadn't stopped for a cup of coffee...

The Driver passing by the cafe...

BENJAMIN BUTTON'S (V.O.) (CONT'D) ...Or the woman had remembered her coat...

The woman remembering to take her coat...

BENJAMIN BUTTON'S (V.O.) (CONT'D) ...And had gotten into an earlier cab...

The woman getting into the other cab... she beats somebody for...

BENJAMIN BUTTON'S (V.O.) (CONT'D) Daisy and her friend would have crossed the street...

Daisy and her friend crossing the street... Daisy, showing her friend her dance move, doing a pirouette...

BENJAMIN BUTTON'S (V.O.) (CONT'D) ...and the taxi would have driven by them...

And we see the taxi turning the corner, driving safely by them... and becoming a ghost... of what might have been...

BENJAMIN BUTTON'S (V.0.) (CONT'D) But life being what it is... a series of intersecting lives and incidents... Out of anyone's control... the taxi did not go by... and the driver momentarily was distracted...

The Driver wipes cigarette ash from his shirt front momentarily looking down...

(CONTINUED)

133.

195 CONTINUED: (5) 195

BENJAMIN BUTTON'S (V.O.) (CONT'D) And he didn't see Daisy crossing the street...

Daisy and her friend crossing the Street, Daisy doing the Pirouette...

BENJAMIN BUTTON'S (V.O.) (CONT'D) ...and that taxi hit Daisy...

And we see just that... Daisy being slammed into by the taxi... thrown a distance... lying crumpled in the Street...

196 INT. A HOSPITAL ROOM, PARIS, FRANCE - DAY, 1954 196

We see Benjamin coming into the hospital room in France...Daisy, fully immobilized, lying in a hospital bed...

BENJAMIN BUTTON'S (V.O.) And her leg was crushed...

She's still, her eyes closed. Sensing him, she stirs. And then she sees him.

BENJAMIN Hello, Daisy...

DAISY Who told you?

BENJAMIN Your friend wired me.

DAISY That was very kind of you... to come all the way here, to see that I was alright.

BENJAMIN You would have done the same for me...

And her first reaction, to how young he is...

DAISY My God, look at you. You're perfect....

Which she isn't... She's quiet, and she suddenly says:

(CONTINUED)

134.

196 CONTINUED: 196

DAISY (CONT'D) I wish you hadn't. I wish you hadn't come here.

He's dead still.

DAISY (CONT'D) I don't want you to see me like this...

She turns over... as if she didn't see him he wouldn't be there... Before he can say anything... A Nurse comes in saying something in French... She pulls the curtains around the bed... Benjamin waits...

BENJAMIN BUTTON'S (V.O.) Her leg had been broken in five places.... and with therapy, and time, she might be able to stand...maybe even walk...

The Nurse leaves... Benjamin comes into the circle of curtains... It's reminiscent of when they sat under the table... the sheets over them... in their private world... But this time she lays in the hospital bed her back to him...

BENJAMIN I'll get a room... and once you can leave you'll come home with me to New Orleans. Where you can be with people who love you.

She suddenly turns...

DAISY What home? Who's we? I'm not going back to New Orleans. New Orleans is your home... I don't have a home... I haven't been home for five years... I'm not going anywhere with you...

BENJAMIN Alright, I'll stay here in Paris... I'll help you with anything you need...

DAISY Benjamin...! I know I'm feeling sorry for myself... But it wasn't supposed to be like this... (MORE)

(CONTINUED)

135.

196 CONTINUED: (2) 196 DAISY (CONT'D) Do you understand, I don't want to be with you... I tried to tell you that in New York... You just don't listen...

BENJAMIN You'll change your mind.

DAISY We're not little children playing under the table... Remember, when you came to New York. You didn't belong there. I didn't want to be with you then, I don't want to be with you now! I want you to leave! I'm not going anywhere with you! I want you to stay out of my life!

And she turns away from him again...It's dead still... and we look at her staring at the curtains... And after some moments she turns back to look at Benjamin... And there are just the curtains billowing in the breeze... Benjamin is gone...

197 INT. THE HOSPITAL ROOM, NEW ORLEANS - DAY, PRESENT 197

DAISY I was awfully cruel. He didn't understand. I couldn't have him see me that way...

She waits for Benjamin's response...

CAROLINE (reading) "I didn't leave right away..."

DAISY (reacting) No?

BENJAMIN BUTTON'S (V.O.) "I stayed in Paris for awhile, just to look out for her..."

197A EXT. PARIS - DAY 197A

Benjamin in Paris...

197B INT. THE HOSPITAL ROOM, NEW ORLEANS - DAY, PRESENT 197B

DAISY I never knew that.

135A.

197C EXT. PARIS - DAY 197C

Benjamin in Paris, "watching over her."

197D INT. THE HOSPITAL ROOM, NEW ORLEANS - DAY, PRESENT 197D

Daisy in bed...She winces with pain... her breathing becoming ragged...

CAROLINE I'll get the nurse...

She goes into the hall... Daisy left to deal with the remnants of her mortality... The Nurse coming into the room... Caroline behind her... times her pulse.

THE NURSE Let's get you comfortable.

She raises the morphine level...straightens her covers...she stops before she leaves...motions to Caroline...Caroline going over to her.

THE NURSE (CONT'D) Pulse rate's slowing...She's getting less oxygen...You'll notice her struggle to breathe...Will you be alright?

Caroline nods...The Nurse gives her a compassionate look and leaves...Caroline stands, her arms protectively across her chest, watching her mother...Daisy hums the particular ragtime song that Benjamin would play on the piano...She opens her eyes, as if not completely sure where she is...telling Caroline...

DAISY Every morning Monsieur Foley leaves eggs and bread and mil,. There's a cafe across the street. People sitting and drinking and talking... I lay on my bed thinking about the rest of my life... about people... about home... until I fall asleep.

She looks at Caroline as if to say, "What happened to him...?"

(CONTINUED)

136.

197D CONTINUED: 197D

CAROLINE (reading) He said, "I went back..." But then there are a whole lot of pages torn out...

She looks at a loose piece of paper...

CAROLINE (CONT'D) "...I listened to the sound of the house..." I think I already read that... (looking) The next thing he wrote... he spilled something on it... It's hard to read... Something about "sailing." Does that make sense?

DAISY (in her own reality) A man would go up and clean it. Try and fix what was broken.

198 INT. THE TRAIN STATION, NEW ORLEANS- DAY, 1960 198

A man up on the clock doing just that. Closing its face. The cherubic angels pushing the hands on its way backwards... "1960."

199 EXT. LAKE PONTCHARTRAIN, LOUISIANA - ANOTHER DAY, 1960 199

We see a SAILBOAT out on the lake...

BENJAMIN BUTTON'S I learned to sail on an old boat of my father's from the Lake House...

And we see Benjamin, the wind in his hair, sailing an old sailboat... And the change in his appearance is startling... His hair is without a trace of gray... His face with barely a wrinkle, chiseled...He is a healthy man in his 40s now...

BENJAMIN BUTTON'S (V.O.) (CONT'D) I can't lie, I did enjoy the company of a woman or two...

137.

200 EXT. A NEW ORLEANS RESTAURANT - NIGHT 200

Benjamin and a Woman standing on the sidewalk outside a restaurant, in the middle of an ardent kiss... As a taxi pulls up...

200A EXT. A NEW ORLEANS HOUSE - DAYBREAK 200A

Benjamin at the door kissing another Woman goodbye...going home

200B INT. BENJAMIN'S ROOM, NOLAN HOUSE - EARLY ANOTHER 200B MORNING, 1960

Benjamin's door opening...Another Woman, disheveled, coming out of his room...

BENJAMIN BUTTON'S (V.0.) ...Or maybe three...

Benjamin seeing her to the stairs...And as she starts down the stairs to leave...we see a cluster of old people, ready for the day, looking up at them...the woman making her way awkwardly down the stairs and out the door...Benjamin gives a little self conscious wave to the old timers and starts back into his room...He slows at a second story hallway window...looking outside at the walkway...the familiar street beyond...If we didn't know any better he seems to be waiting for someone to come home

BENJAMIN BUTTON'S (V.0.) (CONT'D) And in the spring of 1962...

201 EXT. THE STREET, BY NOLAN HOUSE - END OF THE DAY, 1962 201

We see Benjamin riding the old motorcycle along the street on his way home... leaves the motorcycle out in front...

202 EXT. THE NOLAN HOUSE - END OF THE DAY, 1962 202

He comes to the gate, opening it, coming into the yard, shutting the gate behind him, going up the walkway. An Old Man is on the porch, quietly rocking. And Queenie, for some reason is standing just outside the front door on the porch... an apron in her hands... She nods to Benjamin... talking to the Old Man in the rocking chair... but she seems to be watching Benjamin, as he walks around the house -- to the back door. He takes off his dirty work boots, leaves them on the porch.

(CONTINUED)

138.

202 CONTINUED: 202

He hops the back steps, and starts to open the kitchen door, when it opens... And DAISY, now 36, but still with her unmistakable blue eyes, is standing before him...

BENJAMIN BUTTON'S (V.O.) She came back.

They look at each other in silence...and they simply smile, so glad to see each other after all the missing years... They embrace...for some time... and kiss... As people who haven't seen each other, and have thought about each other... for a very long time... And it just is...no big symphonies, no endless skies...just, two people at a kitchen door in the middle of their lives... and the simplicity, just that, is what makes it real and breaks your heart.

203 INT. THE KITCHEN, NOLAN HOUSE - THAT NIGHT, 1962 203

A radio plays... they sit at the kitchen table, eating dinner... the conversation muted... They don't know really where to begin, where did they leave oft...so they don't begin until they can....

DAISY Don't you want to know where I've been?

BENJAMIN No. I don't care where you've been -- I'm just happy you're back.

And we see Queenie has come into the kitchen... in her nightgown now...

QUEENIE (pure Queenie) How come you didn't write or nothin'? Just disappearing like that?

DAISY It was what I needed to do for myself.

QUEENIE I never took you to be selfish. I hope I'm not wrong. I'm not usually wrong about people.

And Queenie leaves the kitchen...

DAISY She's still taking care of you. (CONTINUED)

139.

203 CONTINUED: 203

Benjamin slightly smiles. They look at each other.

DAISY (CONT'D) You're not talking. You haven't said more than two words to me.

BENJAMIN I don't want to ruin it...

And they sit quietly in the kitchen, looking at each other, silently eating...

204 INT. BACK STAIRWAY - NOLAN HOUSE - THAT NIGHT, 1962 204

Benjamin carries her bags upstairs. They reach the third floor.

205 INT. HALLWAY, NOLAN HOUSE - 3RD FLOOR - THAT NIGHT, 1962 205

All the years seem to surround them. They walk along the corridor to Daisy's room. What was her grandmother's room. She opens the door.

206 INT. THE BEDROOM, NOLAN HOUSE - THAT NIGHT, 1962 206

He sets her bags down. Queenie despite her reservations has left some clean towels on the bed for her... There's an inept quiet. The two of them with nothing left to say... And they listen to the quiet... The house with its symphony of night noises...

BENJAMIN Goodnight.

He is just at the door... when she says...

DAISY Sleep with me.

BENJAMIN Are you sure?

DAISY Yes.

He turns to her. They look at each other. And they kiss, A kiss that has waited for thirty years. A kiss that has waited a lifetime. And yes, there is passion... and need... but most particularly, the awkwardness of people discovering each other for the first time... While he gently, tenderly, kisses her, undresses her..

(CONTINUED)

140.

206 CONTINUED: 206

DAISY (CONT'D) Are you sure you don't want to know?...

While they kiss and caress each other.

DAISY (CONT'D) I lived in Lyon...

Benjamin and Daisy undressing one another, touching, kissing...

DAISY (CONT'D) ...I learned to walk again

Daisy and Benjamin, naked, passionately kissing...

DAISY (CONT'D) ...I worked in a flower shop...

They lay on the bed, kissing, caressing...

DAISY (CONT'D) ...I went to American movies a lot.

They kiss more and more passionately...And Benjamin about to make love to her hesitates...

DAISY (CONT'D) You won't hurt me...

He kisses her scarred crooked leg. Kisses her body. And as they make love in the old bedroom...

BENJAMIN BUTTON'S (V.0.) I asked her to come with me...

What follows feels like a HOME MOVIE...without any sound.

207 EXT. THE FLORIDA GULF COAST - ANOTHER DAY, 1963 207

And we see the small sailboat out on the gulf coast...

BENJAMIN SUTTON'S (V.0,) We sailed into the Gulf... along the Florida coast...

208 EXT. THE FLORIDA COAST, A COVE - DAY, 1963 208

Daisy and Benjamin on the sailboat at a cove on the Florida coast. They watch a ROCKET, soaring into space from Cape Caniveral.

(CONTINUED)

141.

208 CONTINUED: 208

As they watch it roar overhead, Benjamin marvels at its power...leaving its trail across the sky...Daisy, not so much interested, taking his arm, taking him back down below...

209 EXT. THE CARIBBEAN, ANOTHER COVE - DAY, 1963 209

Daisy washing her hair off the side of the boat.

210 EXT. THE CARIBBEAN, ANOTHER COVE - NIGHT 210

The boat anchored. Benjamin and Daisy sitting on the deck having a picnic with just a single lamp for light.

211 EXT. THE CARIBBEAN, ANOTHER COVE - NIGHT, 1963 211

The boat in still another cove. Daisy and Benjamin in the water. Just their eyes above the dark water looking only at each other.

212 EXT. THE BOAT - CARIBBEAN - NIGHT, 1963 212

Under millions of stars. Benjamin and Daisy making love on a blanket on the deck...

213 EXT. THE CARIBBEAN, AN ISLAND BEACH - DAY, 1963 213

Benjamin and Daisy asleep on a secluded beach.

214 EXT. THE CARIBBEAN - ANOTHER DAY, 1963 214

The boat out on the water, Daisy sitting on the deck, the wind in her hair... Benjamin at the wheel...threatening clouds on the horizon...

DAISY'S (V.0.) I'm so glad we didn't find one another when I was 26... I'm glad we missed...

BENJAMIN'S (V.0.) Why do you say that?

DAISY'S (V.0.) It wasn't right...

215 INT. A CARIBBEAN HOTEL, BAR - DAY, 1963 215

A small Caribbean hotel. We see Benjamin and Daisy sitting at a table drinking, talking in a nearly empty bar... wind and rain lashing the hotel... waiting out a tropical storm...

(CONTINUED)

142.

215 CONTINUED: 215

DAISY We wouldn't have this... We wouldn't be here... It happened when it was supposed to happen...

They look at each other...

BENJAMIN Relationships have a time and a place.

DAISY Don't say that.

BENJAMIN What I mean is... You don't usually get more than one chance. If you miss it, it's too late... and it's gone... We're lucky... we had more than one chance.

DAISY (laughs) That's easy for you to say... You'll have plenty of chances.

She tenderly touches his hand... They look at each other... And dedicating herself...

DAISY (CONT'D) I'm going to enjoy every moment I have with you...

The waiter's come over.

BENJAMIN Have you ever had a Sazerac with whiskey not brandy?

DAISY'S (smiles) I'm with you, aren't I? I'll try anything.

And the wind changes direction, the rain coming in through the open windows of the bar, getting them wet... people run for cover...

DAISY Bet I can stay out here longer than you can.

(CONTINUED)

143.

215 CONTINUED: (2) 215

BENJAMIN Bet you can't.

And as they both sit doggedly in the rain...

216 INT. HOTEL ROOM, THE CARIBBEAN HOTEL - NIGHT, 1963 216

A white hotel room... The storm shutters closed... The wind and the rain banging at the shutters... Daisy and Benjamin lying together on a bed out of the storm... She touches his face as if for the first time...

DAISY You barely have a line, a crease, or a wrinkle... Everyday I have more wrinkles you have less...

He touches her face.

BENJAMIN I love your wrinkles.

DAISY What does it feel like growing younger?

BENJAMIN I don't know... I'm always looking out of my own eyes...

They're quiet, just the sound of the rain and the chattering shutters... She lays closer to him... warmly... She smiles...

DAISY Will you still love me when I can't stand straight... when my skin grows old and spotted...

Benjamin laughs.

DAISY (CONT'D) Will you still love me when my step gets slow... when I sleep too much... when you have to push me in a chair...

And his answer is...

BENJAMIN Will you still love me when I have pimples. When I think it's funny to make fart noises...

(CONTINUED)

144.

216 CONTINUED: 216

She laughs...

BENJAMIN (CONT'D) Will you still love me when I think all girls have cooties... Will you still love me when I wet my bed at night... Will you still love me when I'm afraid of things that aren't real...

They hold each other... And Benjamin says... from what he's seen...

BENJAMIN (CONT'D) Nothing lasts...

DAISY Maybe some things last...

BENJAMIN I've never seen anything not come to an end...

DAISY Maybe it's something you can't see...

And a shutter slams open... the rain and the wind coming into the room... Benjamin gets up to close it... He comes back into bed... And Daisy, suddenly afraid...

DAISY (CONT'D) I'm cold, Benjamin...

And as he holds her in the white room with the wind and the rain trying to get in, banging on the shutters...

217 INT. HOTEL ROOM, CARIBBEAN HOTEL - LATER THAT NIGHT, 1963 217

The storm's died down... Benjamin and Daisy falling asleep...

BENJAMIN BUTTON'S (V.O.) And you said...

DAISY Goodnight, Benjamin.

BENJAMIN BUTTON'S (V.0.) And I said...

BENJAMIN Goodnight, Daisy...

145.

218 INT. HOSPITAL ROOM, NEW ORLEANS - DAY, THE PRESENT 218

DAISY (that she's stopped) Caroline?

CAROLINE (after a beat, slightly confused) I don't understand. When did you meet Dad?

DAISY Dear Robert... some time after that...

CAROLINE Did you ever tell him about this Benjamin?

DAISY He knew enough. He loved me as I was. I loved him for who he was. What more was needed?

She trails off... she's quiet... and wanting to know what's next, reading on...

CAROLINE "That night, in the Caribbean I had a visitor..."

219 INT. HOTEL ROOM, CARIBBEAN HOTEL - MIDDLE OF NIGHT, 1963 219

Benjamin and Daisy sleeping... the shutters quietly talking on a breeze... when one of the shutters SLAMS open as if somebody's come in... Benjamin wakes up... And he literally sees QUEENIE is sitting on the side of the bed beside him...

QUEENIE I wanted to tell you I love you and your mama's gone...

And she bends, sweetly kissing him...

And Benjamin rolls over... His eyes come open... Daisy sensing he's awake, awakening, murmurs...

(CONTINUED)

146.

219 CONTINUED: 219

DAISY Is anything wrong?

BENJAMIN Queenie came to tell me she loved me... and that my mother was gone.

DAISY ...go back to sleep...

As she caresses him... falling back to sleep... the shutters talking...

220 EXT. THE NOLAN HOUSE, NEW ORLEANS - ANOTHER DAY, 1963 220

We see Daisy and Benjamin, with their few belongings, returning home... They go up the walkway... Benjamin trots up the steps, opens the screen door and goes inside...

221 INT. THE NOLAN HOUSE, NEW ORLEANS - ANOTHER DAY, 1963 221

Benjamin comes inside... Daisy's just behind him... The front room is empty... The house still...

BENJAMIN (calls) Hello... Queenie... we're back...

He looks into the parlor... The piano... He goes down a hallway into the kitchen...

BENJAMIN (CONT'D) Queenie...? Mama?

Nobody... He goes down the hall looking in Queenie's small room under the stairs... Nobody's there... He moves back into the front room... calling...

BENJAMIN (CONT'D) Hello... Anybody here?

When finally an old Woman, who's been sleeping, comes out of her bedroom...

BENJAMIN (CONT'D) It's Benjamin, Mrs. Carter... Where is everybody?

THE OLD WOMAN Benjamin... your mother died.

147.

222 INT. A BLACK BAPTIST CHURCH, NEW ORLEANS - DAY, 1963 222

The church crowded... And we see Benjamin and Daisy coming in the back as the service is ending... They are the only white people there. Benjamin walks to the open casket... standing by his mother's side as the choir sings a Hallelujah chorus...

BENJAMIN BUTTON'S (V.O.) We buried her beside her beloved Mr. Weathers...

223 EXT. AN OLD NEW ORLEANS CEMETERY - DAY, 1963 223

A predominantly African-American cemetery... overgrown and old... The mourners, almost all of them old white people, standing at Queenie's gravesite alongside her beloved Mr. Weathers. We see Queenie's daughter among the mourners... in her early 30s herself now... And Benjamin, standing over his mother's grave... saying his goodbyes...

BENJAMIN We are meant to lose the people we love. It's how we know how important they are to us.

BENJAMIN'S (V.O.) And so we could have memories of our own I sold my Father's house on Blaine Street...

224 EXT. THE BUTTON HOUSE, GARDEN DISTRICT - DAY, 1963 224

The old house, in a now decaying New Orleans neighborhood... but despite the faltering area, the house retains a dignity of its own...

225 INT. THE BUTTON HOUSE - ANOTHER DAY, 1963 225

We see a young pregnant Woman, a renter, being shown by Benjamin along with a Real Estate Agent, around the old house.

THE WOMAN ...It's such a lovely place... You must have a lot of fond memories. It must be hard for you to give it up.

Benjamin doesn't say anything. There's a knock on the door. Benjamin opens it, to let an OLDER MAN in... quite a bit older...

(CONTINUED)

148.

225 CONTINUED: 225

THE MAN Is Mrs. Williamson here yet... I'm sorry to be late...

And he sees his wife... pleased to see her... hugging her... tenderly kissing her... and their age difference readily obvious... Benjamin acutely aware of it...

THE WOMAN It's a wonderful old place, darling... I think we will be so happy here...

They go into the hallway lined with the family photographs... She's taken by them...

THE WOMAN (CONT'D) Oh, what a long family history you have...

BENJAMIN They come with the house...

BENJAMIN BUTTON'S (V.0.) And we bought a house of our own...

226 EXT. A SUBURBAN TOWNHOUSE, NEW ORLEANS - DAY, 1963 226

Benjamin and Daisy sitting on the front steps of a suburban New Orleans townhouse, a small screened front porch with a tree in front...

227 INT. HOSPITAL ROOM, NEW ORLEANS - DAY, PRESENT 227

DAISY (murmurs) I loved that house... it smelled like firewood... The chimney leaked smoke... We didn't care... Oh don't stop dear... don't stop...

She closes her eyes...

CAROLINE'S VOICE (OVER) "It was one of the happiest times of my life..."

BENJAMIN BUTTON'S (V.O.) We had no furniture to speak of... we would have picnics in the living room...

149.

228 INT. THE SUBURBAN TOWNHOUSE, NEW ORLEANS - DAY, 1963 228

Benjamin and Daisy having a picnic on the virtually empty living room floor.

BENJAMIN BUTTON'S (V.0,) We slept on a mattress...

229 INT. BEDROOM, SUBURBAN TOWNHOUSE, NEW ORLEANS DAY, 1963 229

We see Benjamin and Daisy sleeping on a mattress on the floor in the bedroom...

BENJAMIN BUTTON'S (V.O.) We vowed never to go to bed or wake up at the same time. We lived on that mattress...

And we see just that, a short film of two people who can't get enough of each other living on a mattress... Daisy and Benjamin at various times, while they are either sleeping, or talking, or eating, or reading, or making love, ON THE MATTRESS ON THE FLOOR...

BENJAMIN BUTTON'S (V.O.) (CONT'D) Our neighbor, Mrs. Van Dam was a physical therapist...

230 INT. PORCH, SUBURBAN TOWNHOUSE, NEW ORLEANS - DAY, 1953 230

We see Daisy in the screened-in front porch, exercising her leg under the supervision of an older woman... MRS. VAN DAM...

BENJAMIN BUTTON'S (V.0.) We lived four blocks from a public pool...

231 INT. A PUBLIC SWIMMING POOL, YWCA - DAY, 1963 231

We see Daisy in a bathing suit, resting from swimming, holding on to the side of the pool, watching a young, well conditioned girl, 18, with nothing but her life ahead of her, completely in tune with her body, swimming laps... And as it comes to all of us, painfully aware of the years passing, her own physical mortality, she starts to cry... And we see that Benjamin, come to meet her, is standing above her.

BENJAMIN You're crying...

(CONTINUED)

150.

231 CONTINUED: 231

DAISY It's just the chlorine...

Looking at the young girl... looking at her... understanding...

BENJAMIN You chose something to do... something so special... so unique... there was such a short period of time that you could do it... Even if nothing had happened ... Sooner or later you would be in the same place you are now...

She's quiet... she knows what he's saying is true...

DAISY I don't like getting old.

232 EXT. LAKE PONTCHARTRAIN, LOUISIANA - DAYBREAK, 1964 232

Benjamin, Daisy holding onto him, riding the old motorcycle along the lake...

233 EXT. THE DOCK AT THE LAKE - DAYBREAK, 1964 233

Daisy sits in the familiar deck chair his father had sat in looking out at the lake... Benjamin brings her a cup of coffee... He sits on the deck on his heels beside her...

DAISY I promise you, I'll never lose myself to self-pity again...

And as they watch the day begin...

BENJAMIN BUTTON'S (V.O.) And I think, right there and then, she realized none of us is perfect forever.

234 INT. THE HOSPITAL ROOM, NEW ORLEANS - DAY, THE PRESENT 234

The window has started to rattle again... the wind knocking.

CAROLINE I thought the wind had shifted away...

(CONTINUED)

151.

234 CONTINUED: 234

Daisy doesn't say anything, lying still, staring off... her breathing shallow, laboring...

CAROLINE (CONT'D) Mother?

DAISY (agitated) I don't remember if I turned the lights off. Did I leave the heater on?

The Nurse, on her way by, seeing her distress... coming in...

THE NURSE Let's get you comfortable...

She gently covers her... Daisy quietly lies back...

THE NURSE (CONT'D) She's getting ready to leave...

She looks at Caroline and turns and leaves the room. Caroline quietly looks at her mother. Their eyes meet.

DAISY You have the most beautiful eyes.

Caroline reaches to hold her thin hand. Daisy says something to herself. Caroline looks at her...she looks down at the book...

CAROLINE He said, "She found peace."

DAISY (says to herself) Peace.

235 INT. A DANCE STUDIO, NEW ORLEANS - DAY, 1967 235

A small dance studio... a scratchy phonograph record playing music... young girls learning how to dance...

BENJAMIN BUTTON'S (V.O.) She opened a dance studio...

And we see Daisy, in a long skirt over a long sleeved leotard... wearing slippers...

(CONTINUED)

152.

235 CONTINUED: 235

The first time we've seen her dressed like this in many a year... happily teaching young girls how to dance...

236 INT. DANCE STUDIO, NEW ORLEANS - NIGHT, 1967 236

We see Daisy alone... cleaning up... music playing on the record player... and for a brief moment she stops, and dances... the smallest, most tentative of steps... she sees in the studio's mirrors Benjamin's been silently watching her...

BENJAMIN You're still beautiful to watch...

She looks at herself in the dance mirror... just what happens...

DAISY Dancing is all about the line... the line of your body...after awhile... you lose the line... and you can never get it back...

They look at each other in the mirror...

DAISY (CONT'D) I figured out if you were born in 1918... 49 years ago... I'm 43... we're almost the same age... In three years we'll meet in the middle...

And what she doesn't say, what they both know, is she's going one way and he's going the other...Benjamin affectionately...

BENJAMIN (smiles) We finally caught up to each other...

She smiles, starts to turn...

BENJAMIN (CONT'D) Stay just like that... I want to remember what we look like right now.

They stay like that for a moment longer... She turns to get her things... She shuts off the lights... She takes his arm...

(CONTINUED)

153.

236 CONTINUED: 236

DAISY I thought I was far too old... I'm pregnant...

He stops... They look at each other, she smiles, nodding "yes," it's true. And deeply moved he takes her in his arms... grateful...touching her face... holding her...

237 INT. HOSPITAL ROOM, NEW ORLEANS - MORNING, PRESENT 237

CAROLINE (stopped) You were pregnant? You never said anything, did you? I mean, what happened to the child?

DAISY (wistful) The child...

We're not sure what more she is about to say, her breathing rasps... she's having some difficulty breathing...

CAROLINE (getting up) They said if you needed oxygen...

DAISY I want to breathe on my own... Please...(and) sit down, my darling...

Caroline respects her wishes...

DAISY (CONT'D) (wanting her to continue) I'm pregnant.

And Caroline wanting to know what happened herself...

CAROLINE "She flourished..."

DAISY (eyes closed, murmurs) Hmmm...

(CONTINUED)

153A.

237 CONTINUED: 237

BENJAMIN BUTTON'S (V.0.) "She was happier than I had ever seen her..."

238 INT. A NEW ORLEANS STREET CAR -- DAY, 1967 238

Benjamin and Daisy riding a street car, talking...

DAISY I thought I heard the nurse slip, and say "he..."

As they ride Benjamin looks over watching a father sitting with his child... Daisy notices his look...

154.

239 EXT. A NEW ORLEANS DINER - LATE AT NIGHT, 1967 239

Benjamin and Daisy sitting at the window at one of the booths...

240 INT. SAME NEW ORLEANS DINER - LATE AT NIGHT, 1967 240

Daisy with a hot Fudge sundae and a tuna sandwich... Benjamin just some coffee... They're quiet... And Daisy says...

DAISY I know you're afraid.

BENJAMIN I'm not hiding it.

DAISY Okay. What's your worst fear?

BENJAMIN What if it has...what if its like me?...

DAISY Then we'll love it all the more...

BENJAMIN I want to be father... not a little brother... I don't want to be picked up from elementary school by my kid... I don't want anyone babysitting me...

DAISY I'm going to make this work... This is what I want, and I want it with you...

BENJAMIN You know, there's nothing I wouldn't do for you...

DAISY Would you tell a blind man he can't have children? You will be a father for as long as you can. I know the consequences. I accepted that. Your love, loving you, is worth everything to me. (laughs) For the fiftieth time today I've got to go pee...

(CONTINUED)

155.

240 CONTINUED: 240

He smiles... She gets up and goes to the restroom. He sits with his thoughts... and he notices a television's on... a news report... something catches his eye... someone swimming? He gets up moving to the television... where he hears...

A MAN'S VOICE (V.O.) (on television) The oldest woman to ever swim the English Channel arrived in Calais today... having made the swim in thirty-four hours, twenty-two minutes and fourteen seconds... the sixty-eight year old Englishwoman, Elizabeth Abbott...

And we see dear ELIZABETH ABBOTT, coming out of the water, completing the English Channel swim.

ELIZABETH ABBOTT (on television) Anything's possible.

And as she smiles, after a lifetime of waiting, triumphant... And Benjamin smiles for her, and for himself, too... where anything is possible... Daisy's come beside him...

DAISY Ready?

BENJAMIN Yes.

He leaves some money. He takes her arm... and as they go outside, moving along the street...

BENJAMIN BUTTON'S (V.O.) On a day like any other in the spring...

241 INT. THEIR BEDROOM, SUBURBAN TOWNHOUSE - MORNING, 1968 241

We see Benjamin in the bedroom, putting on a shirt... getting dressed... And there's the sound of something falling... and then...

DAISY (O.S.) Benjamin...

And he runs out of the room... to see Daisy, fallen, sitting on the stairs...

(CONTINUED)

156.

241 CONTINUED: 241

a glass of milk spilled on the carpet... and blood on her nightdress... he runs to a phone...

BENJAMIN Get me an ambulance... My wife is seven months pregnant and fell on the stairs...

DAISY Benjamin... the baby's coming...

And he hurries to her side... and as she clasps his hand...

242 INT. THEIR BEDROOM - SUBURBAN TOWNHOUSE - DAY 1968 242

Paramedics are there... tending to Daisy, Benjamin at her side, as she struggles.

BENJAMIN BUTTON'S (V.O.) She gave birth to a five pound four ounce baby girl...

243 INT. THEIR BEDROOM - SUBURBAN TOWNHOUSE - DAY, 1968 243

We see, lying on Daisy's chest, is a newborn baby... Benjamin, standing beside her... And a young Woman Doctor that's there... packing up her things...

BENJAMIN You're sure there's nothing wrong with her?

THE YOUNG WOMAN DOCTOR She's a normal, healthy baby in every way...

And Benjamin moved, kisses the baby's head... as he looks at this precious child of his...

CAROLINE'S (V.O.) We named her Caroline, for my mother...

And as Benjamin holds Daisy's hand while she nurses her...

244 INT. HOSPITAL ROOM, NEW ORLEANS - MORNING, PRESENT 244

Caroline's stopped reading... dead still...

CAROLINE He was my father...? This Benjamin was my father? (MORE) (CONTINUED)

157.

244 CONTINUED: 244 CAROLINE (CONT'D) Why didn't you ever tell me...?!

DAISY It doesn't change for a moment who you are. You were a gift. Sometimes the gifts we are given are not free.

CAROLINE You never said a word to me...

Caroline, upset, gets up...

CAROLINE (CONT'D) I need to go for a minute...

She leaves the room...

DAISY (enigmatic) My dearest darling, we were both deprived of him...

Daisy lying still... in her turban... her blue eyes... her breathing rasping...

244A INT. HOSPITAL CORRIDOR, NEW ORLEANS - DAY, PRESENT 244A

Caroline stands in the hall. The bustle of the hospital, the exigencies of life going on about her. The Nurse, seeing her...

THE NURSE It can get to you...

And Caroline, unable to hold it in, can't stop bitter tears from running down her face... The Nurse is called for... She goes off down the hallway... Caroline takes another moment and goes back into the hospital room...

244B INT. HOSPITAL ROOM, NEW ORLEANS - DAY, THE PRESENT 244B

Daisy, seeing her come back in...

DAISY I was worried you weren't coming back...

CAROLINE (after a moment) You're all I have.

DAISY Read the rest of it, darling. (CONTINUED)

157A.

244B CONTINUED: 244B

Caroline hesitates, then sits back down, and quietly takes up the "book."

CAROLINE "You grew, like the doctor had said, normal and healthy..."

245 INT. THEIR BEDROOM, SUBURBAN TOWNHOUSE, NEW ORLEANS - 245 NIGHT, 1969

The room's dark. We see Benjamin in bed, the baby sleeping between him and Daisy... And as Benjamin watches them sleep... he looks at his reflection in a wall mirror... his 51st year on this earth... 34 years old... a young man... He looks at his baby... he looks at Daisy... in her mid 40s... her hair's begun to gray... her face begun to show the natural touches of age... His stare awakens her... She looks at him sensing he's deeply troubled... He shuts his eyes... she watches him sleep, Daisy as troubled as he is... but for very different reasons...

246 EXT. A PARK - NEW ORLEANS - DAY, 1969 246

Benjamin is sitting with Caroline while she plays in a park's sand box... Caroline helping herself to a mouthful of sand... Benjamin, trying to get the sand out of her mouth...

BENJAMIN Don't eat sand...

Daisy comes over to sit with them...

BENJAMIN (CONT'D) She's going to have a really attractive diaper.

As they sit watching Caroline playing in the sand...

(CONTINUED)

158.

246 CONTINUED: 246

BENJAMIN (CONT'D) I think you should find a real father for her...

DAISY What are you talking about?

BENJAMIN She needs someone to grow old with...

DAISY She'll learn to accept whatever happens... She loves you...

BENJAMIN She needs a father not a playmate.

DAISY Is it that my age is starting to show...? Is that what you are telling me? Have you lost your desire for me...?

BENJAMIN You don't need another child to raise...

DAISY You're going to leave me, aren't you?

He doesn't say anything.

DAISY (CONT'D) You can't leave me.

He's silent.

DAISY (CONT'D) You can't do this to me...!

BENJAMIN BUTTON'S (V.O.) It was your first birthday. We had a party... the house was filled with people...

159.

247 INT. SUBURBAN TOWNHOUSE - NEW ORLEANS - DAY, 1969 247

The birthday party. A cake with a big number "1" candle. One-year-olds not having a clue.

BENJAMIN BUTTON'S (V.0.) The fathers and mothers were there...

He looks at the age appropriate mothers and fathers with their children...

A MAN Before you look around they'll be in High School dating.

Benjamin manages a smile.

247A INT. THE HOSPITAL ROOM, NEW ORLEANS - DAY - PRESENT 247A

DAISY I remember your first birthday like it was yesterday.

248 INT. SUBURBAN TOWNHOUSE - LATER IN THE DAY, 1969 248

The house is empty, the guests gone... Daisy busy cleaning up from the party. She stops to look outside, at the backyard. Benjamin is sitting on a lounge chair... the baby, in her party dress, sitting on his chest... As Daisy stands at the window watching him with their baby...

249 INT. THEIR BEDROOM - SUBURBAN TOWNHOUSE - LATE AT NIGHT, 249 1969

Benjamin, dressed, watching Caroline in her crib, asleep. Daisy in bed, asleep.

BENJAMIN BUTTON'S (V.O.) I sold the summer house on Lake Pontchartrain... I sold my share of Button's Buttons... I sold the sailboat... I put it all into an account for your mother... And before you would ever remember me...

And he bends to kiss his sleeping daughter, whispering to her...

BENJAMIN I want you to know I love you...

(CONTINUED)

160.

249 CONTINUED: 249

He stops to put a bank book on the dresser, along with a house key... the sound of the key is just enough for Daisy to stir. He starts to leave... He turns to go... and he sees Daisy is looking at him... A look not so much of anger, or hurt, not of resignation, but a look of acceptance... that this is what her life is now... He crosses out of the dark room silently closing the door behind him...

BENJAMIN BUTTON'S (V.0.) I left, so that you and your mother could have a life.

250 EXT. SUBURBAN TOWNHOUSE, NEW ORLEANS - NIGHT, 1969 250

He takes the old motorcycle out of the garage.

BENJAMIN BUTTON'S (V.O.) (after a beat) I left with just the clothes on my back.

He starts the motorcycle, and with just the shirt on his back he rides away...

251 INT. SUBURBAN TOWNHOUSE, NEW ORLEANS - LATE AT NIGHT, 251 1969

Daisy still lying in bed, the sound of the motorcycle driving away. She gets up. She takes the baby out of her crib and into bed with her, holding her baby in the bare light...

252 INT. HOSPITAL ROOM, NEW ORLEANS - MORNING, PRESENT 252

Daisy, in her regal turban, silently looking out the window... the wind knocking loudly again...

CAROLINE I almost wish I didn't know any of this. (she's quiet, after a beat) I feel odd, reading...it...

She looks at the book...

(CONTINUED)

161.

252 CONTINUED: 252

CAROLINE (CONT'D) Where did he go?

DAISY I don't know. I never heard from him.

Caroline, distant, picks through the book...She comes upon...

CAROLINE There are postcards...

Looking through them...

CAROLINE (CONT'D) They're all addressed to me... They're from all sorts of places...

And she realizes...

CAROLINE (CONT'D) They're for my birthday. (reading) 1970...I would have been two... "Happy Birthday." "I wish I could have kissed you goodnight." (reading, another one) "Happy Birthday, you're five." "I wish I could have taken you to your first day of school." (reading on) "Happy Birthday six-year-old." "I wish I could be there to teach you how to play the piano..." (reading on) "11..." "...Told you not to chase some boy..." "13..." "Held you when you had a broken heart..." "1983." I was fifteen. "I wish I could have been your father. Nothing I ever did will replace that..."

Daisy murmurs... Which brings Caroline back to the book...

CAROLINE (CONT'D) (reads) What I think is..."

161A-162.

252A AROUND THE WORLD 252A

And Benjamin's voice comes in... WHILE WE SEE HIM IN VARIOUS PLACES ALL OVER THE WORLD, A MONTAGE, A FILM WITHIN A FILM, OF THE ROAD HE'S TAKEN...

BENJAMIN BUTTON'S (V.O.) "...What I think is, it's never too late...or, in my case, too early, to be whoever you want to be...There's no time limit, start anytime you want...change or stay the same...there aren't any rules...We can make the best or worst of it...I hope you make the best...I hope you see things that startle you. Feel things you never felt before. I hope you meet people who have a different point of view. I hope you challenge yourself. I hope you stumble, and pick yourself up. I hope you live the life you wanted to...and if you haven't, I hope you start all over again."

When we come out of those images...

252B INT. THE HOSPITAL ROOM, NEW ORLEANS - DAY, PRESENT 252B

Caroline finishes reading...

CAROLINE "... I hope you start all over again..."

It's quiet...just the wind knocking...She looks at her mother...but Daisy's staring, somewhere else...

CAROLINE (CONT'D) (takes up reading again...) I'd been gone for a long time...

DAISY (echoes) He'd been gone for a long time...

To the Dance Studio...

162A-164.

253-58 OMIT 253-58

259 OMIT 259

260-62 OMIT 260-62

263 INT. THE DANCE STUDIO, NEW ORLEANS - ANOTHER NIGHT, 1980 263

A record's playing piano music. Classes are done. Parents taking their children. We see Daisy, in her long skirt... helping pick up with her hands and her nimble toes, errant clothing, the jackets, the sweaters...

(CONTINUED)

165.

263 CONTINUED: 263

It takes us a moment to recognize her... in the some twelve years since we've last seen her, 56 now, her hair's cut short... and it's gone mostly gray... and, although her age is on her face, she still has a dancer's posture, her head held high... carrying herself with grace... and one thing that will never change, are her unforgettable blue eyes... We hear the door opening... Daisy, busy gathering, saying her goodnights... glances toward the door across the studio... And she sees a young Man has come in, a young man in his twenties... standing silently, a stranger, standing by the door... Daisy, as she closes up the studio, makes her way toward him, saying goodnight to people... she bends to pick up a ballet slipper...

DAISY Somebody left their slipper...

Daisy looks over, the young Man hasn't moved... the studio has all but emptied... she walks toward him... he's wearing worn trousers, a coat that's seen better days...

DAISY (CONT'D) Are you here to pick someone up?

He shakes "no." Coming closer....

DAISY (CONT'D) I'm sorry, we're closed now.

She moves to open the door to show him out... when she gets a good look at him. She stops, realizing who it is...

DAISY (CONT'D) Benjamin?

...and she's taken aback by his youth, we all are... sixteen years younger... in his 20s now... it's at once staggering and heartbreaking... what age can do... And she realizes, at that very moment, he was right all along...

DAISY (CONT'D) You're so young.

They look at each other... When she's able to find the words...

DAISY (CONT'D) Why did you come back?

(CONTINUED)

166.

263 CONTINUED: (2) 263

BENJAMIN I wanted to see you both.

She stares at him... just the piano music. And despite the gulf of time... there's a terrible aching they have for each other... and before they can say anything... the door swings open and Caroline, 12, comes hurrying in...

CAROLINE You ready, Mom?

Benjamin stares at her appearance... And Daisy, can't help herself, and seeing Caroline, Daisy, overcome by it all, starts to cry.

CAROLINE (CONT'D) Is something wrong, Mother?

DAISY No... He was telling me a very sad story about a mutual friend we hadn't seen in a long time... This is my friend, Benjamin... you knew him when you were... just a baby...

CAROLINE Hi...

BENJAMIN Hello...

He reaches, taking her hand... needing to touch her...

A MAN'S (V.O.) Hello...

And a Man 50s, wearing a suit and a tie, comes in...

THE MAN I'm sorry... I thought you were done...

DAISY This is a friend of my family's... Benjamin Button... this is my husband... Robert...

They shake hands... There's an awkward quiet...

ROBERT It was nice to have met you... We'll be in the car, darling...

(CONTINUED)

167.

263 CONTINUED: (3) 263

DAISY I'm just closing up...

And Robert and Caroline go outside to wait for her...

BENJAMIN She's so lovely... she looks like you... Does she dance?

DAISY Not very well.

BENJAMIN I suppose that would be from my side of things.

`DAISY She's a dear sweet girl... she seems a little lost... But who isn't a little lost at 12? There's a lot of her that reminds me of you.

And she shuts off a set of the lights.

DAISY (CONT'D) My husband. He's a doctor... was a widower... He's an incredibly bright, adventurous man...

Benjamin smiles.

DAISY (CONT'D) He's been a terrific father... and a great partner and friend...

And she shuts off the record player and another set of lights... and for a moment they stand in the dark studio... and they look at their reflections in the mirror... seeing who they are now...

DAISY (CONT'D) You're so much younger.

BENJAMIN Just what you can see.

She looks at him, and after all these years... she now understands completely... she looks outside at her daughter standing by the car with her "father," waiting...

(CONTINUED)

168.

263 CONTINUED: (4) 263

DAISY You ware right. She needed a father. I couldn't have raised both of you. I'm not that strong.

He's quiet. They both are. She looks at him.

DAISY (CONT'D) I never thought how it must have broken your heart, too.

His silence is enough.

DAISY (CONT'D) Where are you staying? What are you going to do?

BENJAMIN I'm at the Pontchartrain Hotel on the avenue. I have no idea what I'm going to do.

And it seems like they want to hold each other. But they can't. It's still. And aware of the car's headlights waiting at the curb... she turns, holding the door open for him...

DAISY I have to go.

He nods. He walks by her, going out.

264 EXT. A STREET, NEW ORLEANS - NIGHT, 1980 264

She stops to lock the door. She turns, getting into the car... and leaves... Benjamin stands on the corner, hands in his pockets, the car driving by him... and Daisy can't help but look at him... and then the car's gone... and as he crosses the street and walks off into the night...

265 INT. HOSPITAL ROOM, NEW ORLEANS - MORNING, PRESENT 265

CAROLINE That young man was my father?

And a Nurse comes in.

THE NURSE The hurricane changed directions again. They are predicting it will make landfall sometime soon.

(CONTINUED)

169.

265 CONTINUED: 265

CAROLINE Is there anything we need to do?

THE NURSE Arrangements are being made to move people if we have to. I'll let you know as soon as we know anything.

She leaves hurriedly.

DAISY Please tell me what he says?

Caroline looks at the book. And Benjamin's voice comes in...

BENJAMIN BUTTON'S (V.O.) "That night..."

266 INT. BENJAMIN'S HOTEL ROOM, NEW ORLEANS - NIGHT, 1980 266

Benjamin, sitting on the end of the bed, not sure why he came there at all... There's a sound at the door...as if somebody was there...

BENJAMIN Hello?

Its quiet...a hesitancy...He starts to get up and there's a knock on the door...He opens it...and Daisy's there. He's startled to see her...

DAISY May I come in?

BENJAMIN Please...

She comes inside...an awkward quiet...

BENJAMIN (CONT'D) I don't know what I'm doing here...What I expected...?

It echoes how she's feeling being there...They stand not knowing what to say...And Daisy says, sadly...

DAISY Nothing lasts.

He puts a finger to her lips. He shakes "no." And what he's come to know, that some things do last...

(CONTINUED)

170.

266 CONTINUED: 266

BENJAMIN I never once stopped loving you...

He affectionately pushes a hair off of her forehead...

DAISY I'm an old woman now, Benjamin.

And he helps her off with her coat... She's still.

DAISY (CONT'D) Benjamin...

He kisses her... and she's quiet... and he undresses her... undressing himself... and they stand momentarily naked... the young man and the older woman.

DAISY (CONT'D) Are you sure?

BENJAMIN Some things you don't ever forget... the feel... the taste...

And he kisses her again...

BENJAMIN (CONT'D) ... the smell...

He puts his mouth by her cheek... breathing her in...

BENJAMIN (CONT'D) ... the touch...

Caressing her...

BENJAMIN (CONT'D) Of someone you love...

267 INT. BENJAMIN'S HOTEL ROOM, NEW ORLEANS - NIGHT, 1980 267

We see Benjamin standing at the window watching as Daisy gets into a taxi... the taxi starting to drive off... and Daisy turning... to look back... waving to him. Benjamin waving to her... what they both somehow know, is a last goodbye...

BENJAMIN BUTTON'S (V.0.) I watched her go...

..and as the taxi drives away...

(CONTINUED)

171.

267 CONTINUED: 267

BENJAMIN BUTTON'S (V.0.) (CONT'D) Until she went out of sight...

...the taxi going down the street and out of sight... for the last time... Despite losing sight of her he still hasn't moved... standing by the window...

268 INT. HOSPITAL ROOM, NEW ORLEANS - MORNING, PRESENT 268

Daisy, breath raspy, sitting silently in her bed looking out the window... We realize Caroline's stopped reading...

DAISY Please read...

CAROLINE That's the last thing he wrote...

Daisy's quiet... they both are... alone with their thoughts...

CAROLINE (CONT'D) What happened to him after that last time with you, Mother?

The wind has picked up considerably, rattling the window even harder..

DAISY A year or so after your father passed... There was a call...

269 INT. DAISY'S HOUSE, NEW ORLEANS - LATE DAY, 1990 269

And we see Daisy in her bathrobe, in her sixties... drinking a cup of coffee... the telephone rings...

(CONTINUED)

172.

269 CONTINUED: 269

DAISY Hello?... Yes?... Speaking -- I don't understand? Where was that?

270 INT. A TAXI, NEW ORLEANS - LATE DAY, 1990 270

We see Daisy riding in the back or a taxi.

DAISY It's the last house...

She looks outside, and we see up ahead of her, the Nolan House standing like a monument to time...

271 EXT. NOLAN HOUSE - LATE - DAY, 1990 271

Daisy gets out. The taxi drives off. Daisy stops for a moment before she opens the gate. The house has fallen into disrepair. A solitary old man sits on the porch rocking and rocking. She goes up the walk and out of habit goes around the back porch... to the kitchen... going inside...

272 INT. NOLAN HOUSE - LATE DAY, 1990 272

She comes into the kitchen. She moves down the hallway into the living room... The interior has also fallen on hard times. Some old people are still in residence -- predominantly African Americans now... Queenie's daughter, now in her fifties herself, stands in the living room... Along with a plain Man in a plain suit...

DAISY I'm Daisy...

The Man turns...

THE MAN Thank you for coming... I'm David Hernandez with the Orleans Parish department of Child Welfare Services.

Queenie's daughter turns on a lamp... it doesn't work... she crosses the room to turn on another...

THE MAN (CONT'D) He was found living in a condemned building off of east Lamont... the police found this with him... this address... and your name...

And he gives her the journal...

(CONTINUED)

173.

272 CONTINUED: 272

THE MAN (CONT'D) He was in very poor health... he was taken to the hospital... He doesn't seem to know who or where he is... He's very confused... The doctors who looked at him think he may be autistic.

QUEENIE'S DAUGHTER I told Mr. Hernandez about Benjamin bein' one of us. I told him if he needs a place to stay... it's alright... he can stay here... he is blood after all...

And just then we hear a PIANO playing... as if it were being played by a child... with no skill... banging as much as anything... And Daisy follows the sound of the piano into the parlor...

273 INT. PARLOR, NOLAN HOUSE - DAY, 1990 273

And she sees his back... just a boy of 12 now... hunched over... trying to play the piano... trying to play the tune the woman had taught to him...

DAISY Benjamin.

He turns at the sound of her voice. There is no indication he recognizes her at all.

BENJAMIN AT TWELVE Do you know this song?

And he tries to play what he thinks is the song, but is nothing more than a child playing random notes.

DAISY You play really beautifully.

She comes and touches his back... He shrinks from her touch.

THE MAN He doesn't seem to like to be touched.

And while he tries to play...

(CONTINUED)

174.

273 CONTINUED: 273

THE MAN (CONT'D) The doctors said if they didn't know any better, he goes in and out of states of recognition, as if he had the beginnings of dementia...

Daisy's looking at the boy, who was once the man she loved... who she still loves... She looks into his eyes...

DAISY Do you remember me? I'm Daisy.

He looks at her. No sense of recognition.

BENJAMIN AT TWELVE Daisy is a very pretty name. I'm Benjamin.

DAISY It's good to meet you Benjamin. Do you mind if I sit with you? I would love to hear you play.

He doesn't say anything. She sits down beside him on the piano bench. He stops to look at her.

BENJAMIN AT TWELVE There's something about you... There's something about your eyes I remember from a long time ago...

He looks at her eyes. She looks at him... And as she sits with him on the piano bench... as he tries to play... Daisy and Benjamin, "together again..."

274 INT. HOSPITAL ROOM, NEW ORLEANS - MORNING, PRESENT 274

DAISY Queenie's daughter saw to it that he was taken care of...

275 INT. THE KITCHEN, NOLAN HOUSE - MORNING, 1994 275

And we see Benjamin, just eight now... coming into the kitchen... Queenie's daughter cleaning up after breakfast.

BENJAMIN AT EIGHT I want some breakfast.

(CONTINUED)

175.

275 CONTINUED: 275

QUEENIE'S DAUGHTER You just ate breakfast.

BENJAMIN AT EIGHT No I didn't...

AN OLD WOMAN You just finished eating, Mr. Button.

BENJAMIN AT EIGHT You think I don't know what you are doing?

And like an eight year old, or an old man old with onset Alzheimer's -- which makes him nearly a helpless child, he starts to rage... throwing things...

BENJAMIN AT EIGHT (CONT'D) You are all fucking liars!

DAISY'S (V.0.) And every day I would stop by... and make sure he was comfortable...

And just then Daisy comes into the kitchen. She sees him raging.

QUEENIE'S DAUGHTER He doesn't believe he's already had his breakfast.

DAISY Let's see if we can find something else for you to do.

BENJAMIN AT EIGHT (upset, meaning lapses) I can't help it. I can't help this.

DAISY I know you can't.

And as she puts her arm around him, taking him out of the room, understanding...

DAISY'S (V.0.) Many times he would simply forget who and where he was at all...

176.

276 INT. BENJAMIN'S ROOM, NOLAN HOUSE - DAY 276

We see Daisy sitting on a bed with Benjamin in his room on the second floor of the old house... And he's oddly lucid...more articulate than his age would indicate...

BENJAMIN AT EIGHT I get the feeling there's a lot of things I can't remember...

DAISY What do you mean?

BENJAMIN AT EIGHT It's like there's this whole life I had and I can't remember what it was...

He's frustrated by it...

DAISY It's alright... It's alright to forget things...

And as she sits on his bed with him... in the upstairs room...

DAISY'S (V.0.) It wasn't easy...

277 EXT. NOLAN HOUSE - DAY, 1996 277

And we see Benjamin, no more than six now, standing on the ROOF... Daisy standing on the ground down below him...

DAISY (nervous) I wish you'd come down...

BENJAMIN AT SIX (a little boy) I can see everything.

And he points out...

BENJAMIN AT SIX (CONT'D) I can see the big river... all the boats... I can see the graveyard where mama's buried and all those other people... I can see the city... where you have your dancing place...

(CONTINUED)

177.

277 CONTINUED: 277

And tears fill Daisy's eyes...

DAISY You're right, you can see everything sweetheart...

And he can... he can see all the way across to the Mississippi River... the old graveyard... the city... his whole life...

DAISY (CONT'D) I think you better come down...

BENJAMIN AT SIX What if I could fly?

And it looks like he might just try...

DAISY (stopping him) I knew a man who could fly. Come down and I'll tell you all about him.

He's quiet, thinking about that. And acquiescing, he turns up the roof out of sight... some short moments...and he comes running out the front door... his hands in his pockets like the brave little man he is... Daisy bends down... and as he runs into her arms... Daisy holding him...

278 INT. HOSPITAL ROOM, NEW ORLEANS - MORNING, PRESENT 278

Daisy propped in her bed looking out the window...

DAISY And I went to take care of him...

279 EXT. NOLAN HOUSE - DAY, 1997 279

And we see Daisy, in her seventies now, carrying a suitcase, coming up the walkway, and onto the porch... old people sitting in the porch chairs...

DAISY'S (V.0.) He was five, I think, when I moved in... the same age I was when I had met him...

And we see Benjamin, 5 now, sitting on the porch swing, staring off... and he drools like a helpless old man. Daisy stops, taking out a handkerchief, wiping the drool off his chin...

(CONTINUED)

178.

279 CONTINUED: 279

DAISY How would you like to help me unpack?

280 INT. BENJAMIN'S ROOM, NOLAN HOUSE - DAY, 1997 280

Daisy, unpacking her suitcase with Benjamin's help, taking out an alarm clock, a quilt, some photographs... The "Just So Book.." Her personal things... moving in... Benjamin, playing with the alarm clock, making the alarm go off... again, and again...

281 INT. BENJAMIN'S ROOM, NOLAN HOUSE - NIGHT, 1997 281

Benjamin in a small child's bed. Daisy, sitting on his bed reading from Kipling's "Just So" stories to him...

DAISY This is the picture of old Man Kangaroo at five in the afternoon, when he got his beautiful hind legs just as Big God Ngong had promised.

DAISY'S (V.0.) The days passed...

282 EXT. NOLAN HOUSE - ANOTHER DAY, THE FALL, 2000 282

And we see Benjamin, just three or so now, holding Daisy's hand, walking with her in some autumn leaves...

DAISY'S (V.0.) I watched as he forgot how to talk...

283 INT. NOLAN HOUSE - ANOTHER DAY, 2001 283

Benjamin almost two... sitting On Daisy's lap in the front room... and saying...

BENJAMIN AT ONE Benjamin... (points to her) Daisy...

DAISY That's right... Benjamin and Daisy...

Proud of himself he smiles...

(CONTINUED)

178A.

283 CONTINUED: 283

DAISY'S (V.0,) ...How to walk...

179.

284 INT. PARLOR, NOLAN HOUSE - ANOTHER DAY, FALL, 2001 284

And we see him, just like a toddler, barely able to stand... Daisy there to catch him from falling...

DAISY'S (V.0.) I watched him sleep...

285 EXT. PORCH, NOLAN HOUSE - LATE DAY, 2002 285

Daisy, sitting on the porch on a rocking chair. Benjamin, just a baby now, some months old, sleeping in her lap...

DAISY'S (V.0,) In 2002, they put a new clock on the train station wall...

286 INT. TRAIN STATION, NEW ORLEANS - DAY 2002 286

And we see a workman on a ladder taking down the old clock of "Mr. Cake's"... handing it down to another workman...and putting up a new clock... a digital clock... The time moving... the way it's meant to be... going forward...

287 INT. HOSPITAL ROOM, NEW ORLEANS - MORNING, PRESENT 287

Daisy in her hospital bed... the wind howling at the window...

DAISY In the spring of 2003...

288 INT. BENJAMIN AND DAISY'S ROOM, NOLAN HOUSE - DAY, 2003 288

Shadows dapple the room. Daisy sitting in an old chair in the middle of the room... with daylight streaming in on her... holding Benjamin on her lap... a tiny thing now... nearly newborn... he can almost fit in her two old hands...

DAISY'S (V.0.) He looked at me...

And we see him looking up at her...

DAISY'S (V.0.) (CONT'D) He looked into my eyes...

And we see him looking into her eyes...

(CONTINUED)

180.

288 CONTINUED: 288

DAISY'S (V.0.) (CONT'D) And he moved his fingers... and with his little thumb he held my thumb...

...and that's just what he does... looking into Daisy's eyes...holding her thumb with his tiny hand...

DAISY'S (V.0.) (CONT'D) And as he had said... no matter what age he was... he was the same person behind his eyes... and, at that moment I knew... he knew who I was...

The baby staring into her blue eyes...

DAISY'S (V.0.) (CONT'D) And then he closed his eyes like he was sleeping...

And we see his eyes flutter and softly close... forever. And as he lays in his beloved Daisy's lap... completely still...

289 INT. HOSPITAL ROOM. NEW ORLEANS - MORNING, PRESENT 289

The wind a full out hurricane. The lights flicker. Stay on.

CAROLINE I'm going to see what they want us to do...

And as she gets up, the "book" drops on the floor. And a card's fallen out. Caroline picks it up.

CAROLINE (CONT'D) It's a train schedule.

She turns it over. There's writing.

CAROLINE (CONT'D) "I'm on a train in India filled with people."

290 INT. A TRAIN SOMEWHERE IN INDIA - LATE AT NIGHT 290

An overcrowded train car... people sitting and standing and lying on the seats and on the floor, in every available space, nook and cranny, asleep.

(CONTINUED)

181.

290 CONTINUED: 290

BENJAMIN BUTTON'S (V.0.) I'm the only one who isn't sleeping...

Now we see Benjamin sitting on the floor among all of the people, the only one awake, writing on the back of the train schedule.

BENJAMIN BUTTON'S (V.0.) (CONT'D) "I figured out one thing. If you're growing older or getting younger it really doesn't make any difference. Whichever way you're going you have to make the most of what this is."

He looks at all the people sleeping around him... strangers on a train...

BENJAMIN BUTTON'S (V.0.) (CONT'D) "Along the way you bump into people who make a dent on your life... Some people... get struck by lightning..."

291 EXT. SOMEWHERE 291

And we see just that... Mr. DAWS being struck by lightning again...

BENJAMIN BUTTON'S (V.O.) "Some are born to sit by a river."

292 EXT. RIVER 292

...And we see just that... Mr. Oti sitting by his river...

BENJAMIN BUTTON'S (V.O.) "Some have an ear for music..."

293 INT. THE PARLOR 293

And we see the unnamed older woman playing the piano...

BENJAMIN BUTTON'S (V.O.) "Some are artists..."

294 EXT. TUGBOAT 294

...And we see Captain Mike... with his tattoos -- standing on his tug...

(CONTINUED)

182.

294 CONTINUED: 294

BENJAMIN BUTTON'S (V.O.) "Some swim the English Channel..."

295 EXT. ENGLISH CHANNEL 295

...And we see Elizabeth Abbott doing just that...

BENJAMIN BUTTON'S (V.O.) "Some know buttons..."

296 INT. BUTTON FACTORY, NEW ORLEANS 296

...We see Thomas Button holding a button in the palm of his hand...

BENJAMIN BUTTON'S (V.O.) "Some know Shakespeare..."

297 INT. KITCHEN, NOLAN HOUSE, NEW ORLEANS 297

...Tizzy reciting Shakespeare...

BENJAMIN BUTTON'S (V.O.) "Some are mothers...

298 INT. NOLAN HOUSE, NEW ORLEANS 298

...Queenie pointing at him...

BENJAMIN BUTTON'S (V.O.) "And some people can dance..."

299 INT. DANCE STUDIO 299

...And we see Daisy dancing... forever young...

300 INT. HOSPITAL ROOM, NEW ORLEANS - MORNING, PRESENT 300

CAROLINE He started to write something else... "I'm going..." But he stopped...

She gently puts the card back.

CAROLINE (CONT'D) I wish I had known him.

DAISY Now you do.

They're still. And the wind reminds her...

(CONTINUED)

183.

300 CONTINUED: 300

CAROLINE I'd better go and see what they're planning to do...

Daisy nods. Caroline goes out of the room... It's quiet. Daisy's alone now... looking out the window... at the howling, hurricane... a hundred mile an hour fury... And fighting against the wind, trying to reach the window is a hummingbird... it almost makes it and is pushed back by the gale... but undaunted, its wings doing a figure eight... the symbol for infinity... it fights its way through the wind to the window... tapping at the window... and the hummingbird flies away... she watches it go... and after some moments she says...

DAISY Goodnight, Benjamin...

And she closes her eyes for the very last time... and it's dark... where it's peaceful, even safe...

301 INT. TRAIN STATION, NEW ORLEANS - DAY, PRESENT 301

We see the new clock high on the terminal wall running the right way... going forward... and as the clock turns... people hurrying to their destinations, living their lives...

302 INT. STORAGE ROOM, TRAIN STATION, NEW ORLEANS - DAY 302

A storage room. Old track signs. Old waiting room chairs. The discarded, and forgotten. And lying on its side under an old tarpaulin -- is "Mr. Cake's" clock... the angel still pushing the hands... running backwards... forever...

FADE OUT:

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/ The Curious Case of Benjamin Button.
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