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/ The Curious Case of Benjamin Button

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/ The Curious Case of Benjamin Button

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

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

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

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

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

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

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

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

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

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

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

(CONTINUED)

2.

1 CONTINUED: 1

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

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

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

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

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

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

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

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

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

(CONTINUED)

3.

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

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

CAROLINE (CONT'D) Are you afraid?

DAISY Curious. What comes next...

She winces at some physical pain.

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

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

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

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

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

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

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

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

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

3A.

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

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

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

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

(CONTINUED)

4.

5 CONTINUED: 5

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(CONTINUED)

5.

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

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

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

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

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

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

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

10 EXT. NEW ORLEANS CEMETERY - DAY, 1918 10

An old New Orleans cemetery, vines crawling the sepulchers.

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

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

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

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

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

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

(CONTINUED)

6.

12 CONTINUED: 12

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

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

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

13 EXT. BATTLEFIELD - DAY, 1918 13

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

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

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

Teddy Roosevelt, bereft, removes his hat...

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

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

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

7.

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

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

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

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

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

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

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

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

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

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

CAROLINE No, please go call...

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

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

DAISY Oh honey, you could never disappoint me.

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

(CONTINUED)

8.

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

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

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

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

CAROLINE What?

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

CAROLINE An envelope?

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

CAROLINE (CONT'D) This one?

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

CAROLINE What do you mean?

DAISY Read it to me.

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

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

(CONTINUED)

9.

18 CONTINUED: (2) 18

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

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

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

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

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

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

19 EXT. NEW ORLEANS - NIGHT 1918 19

THERE'S SUDDENLY AN EXPLOSION OF FIREWORKS.

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

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

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

(CONTINUED)

9A.

19 CONTINUED: 19

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

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

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

10.

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

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

THOMAS BUTTON (seeing him) Why are you here?

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

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

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

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

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

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

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

HIS YOUNG WIFE Promise me, Thomas...

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

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

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

(CONTINUED)

11.

21 CONTINUED: 21

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

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

MAID Mr. Button...!

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

22 EXT. NEW ORLEANS - NIGHT, 1918 22

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

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

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

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

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

POLICEMAN What are you doing there!?

The BABY starts to CRY...

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

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

12.

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

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

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

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

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

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

QUEENIE I guess not...

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

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

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

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

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

13.

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

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

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

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

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

OLD WOMAN Ms. Simone messed herself...

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

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

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

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

He pushes open the porch screen door...

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

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

(CONTINUED)

14.

24 CONTINUED: (2) 24

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

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

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

QUEENIE (CONT'D) God in heaven!

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

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

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

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

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

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

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

Queenie hesitates... a longing.

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

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

15.

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

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

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

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

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

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

A small room tucked under the staircase...

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

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

There's a KNOCK on Queenie's door.

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

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

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

(CONTINUED)

16.

26 CONTINUED: 26

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

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

QUEENIE Mercy, I'll be right there.

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

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

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

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

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

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

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

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

17.

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

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

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

QUEENIE You mean to say he's dying?

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

They're still, looking at the strange baby.

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

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

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

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

(CONTINUED)

18.

28 CONTINUED: 28

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

She looks at the Baby, determined.

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

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

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

QUEENIE You all listen...

And they stop what they are doing...

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

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

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

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

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

And there's laughter...

(CONTINUED)

19.

29 CONTINUED: 29

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

A MAN Join the club.

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

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

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

TIZZY Hambert sends his remembrance to you.

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

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

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

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

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

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

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

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

20.

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

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

CAROLINE Is any of this true?

DAISY You have such a lovely voice.

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

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

She discovers inside...

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

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

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

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

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

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

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

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

(CONTINUED)

21.

33 CONTINUED: 33

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

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

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

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

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

BENJAMIN BUTTON What's there?

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

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

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

22.

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

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

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

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

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

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

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

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

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

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

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

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

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

(CONTINUED)

23.

36 CONTINUED: 36

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

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

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

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

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

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

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

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

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

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

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

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

(CONTINUED)

24.

39 CONTINUED: 39

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

BENJAMIN Bis...

TIZZY Biscuits... and...

BENJAMIN Graby...

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

BENJAMIN Gravy.

TIZZY Now you talkin'!

Some staff come in getting platters of food...

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

BENJAMIN Four...

TIZZY How many parts flour?

BENJAMIN Two...

TIZZY How much is four and two?

BENJAMIN Six.

Tizzy smacks the back of his head.

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

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

25.

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

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

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

Tizzy swats at him with his dish towel...

TIZZY "Molasses"...

And while washing the dishes...

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

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

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

Benjamin never thought about it...

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

An old man looks in...

A MAN When's dessert...?

(CONTINUED)

26.

40 CONTINUED: 40

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

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

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

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

THE PREACHER What can I do for you, Sister?

And Queenie whispers something to him.

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

He puts his hand on her stomach...

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

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

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

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

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

(CONTINUED)

27.

41 CONTINUED: 41

And he says what is only true.

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

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

The congregation laughs...

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

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

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

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

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

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

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

Benjamin still lies on the floor...

(CONTINUED)

28.

41 CONTINUED: (2) 41

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

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

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

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

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

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

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

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

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

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

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

The people are gathered...

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

(CONTINUED)

29.

42 CONTINUED: 42

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

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

43 EXT. NOLAN HOUSE, ANOTHER MORNING, 1926 43

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

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

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

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

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

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

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

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

46-47A OMIT 46-47A

30.

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

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

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

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

The old people shrink at the mention...

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

AN OLD WOMAN (wide eyed) You escaped cannibals?

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

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

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

They laugh.

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

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

31.

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

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

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

They all laugh...

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

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

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

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

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

(CONTINUED)

32.

47D CONTINUED: 47D

BENJAMIN What's a madjembe?

NGUNDA OTI Worms.

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

Mr. Oti looks out at the street.

NGUNDA OTI You want to get a cold root beer?

BENJAMIN (an echo) It's dangerous.

NGUNDA OTI Who said that?

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

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

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

48 OMIT 48

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

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

NGUNDA OTI Hurry...

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

(CONTINUED)

33.

49 CONTINUED: 49

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

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

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

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

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

BENJAMIN What's it like living in a cage?

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

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

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

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

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

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

34.

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

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

BENJAMIN Why didn't you go back home?

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

BENJAMIN What did you do?

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

BENJAMIN You were all alone?

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

He smiles a knowing smile...

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

He looks out...

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

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

34A.

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

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

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

(CONTINUED)

35.

52 CONTINUED: 52

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

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

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

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

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

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

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

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

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

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

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

Queenie cleaning his hands...

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

(CONTINUED)

36.

54 CONTINUED: 54

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

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

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

DOROTHY BAKER How's her breathing... ?

CAROLINE Shallow.

Dorothy nods.

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

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

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

DAISY Was there just company?

CAROLINE Dorothy had to go home...

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

DAISY Caroline...

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

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

36A.

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

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

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

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

(CONTINUED)

37.

56 CONTINUED: 56

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

He turns, an older woman nearby... *

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

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

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

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

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

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

BENJAMIN Benjamin is just fine... * *

(CONTINUED)

38.

56 CONTINUED: (2) 56

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

And with great dignity - *

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

39.

*

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

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

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

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

BENJAMIN Why do you say that?

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

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

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

(CONTINUED)

40.

57 CONTINUED: 57

They're quiet.

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

The people applaud the good news.

BENJAMIN What does she mean "answered her prayers?"

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

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

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

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

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

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

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

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

(CONTINUED)

40A.

58 CONTINUED: 58

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

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

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

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

41.

*

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

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

DAISY (whispers) Are you sleeping?

He shakes "no."

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

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

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

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

BENJAMIN (whispers) Where are we going?

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

DAISY Under here...

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

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

(CONTINUED)

42.

60 CONTINUED: 60

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

DAISY (CONT'D) Will you light it?

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

DAISY Don't be chicken...

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

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

Benjamin doesn't know what to say.

DAISY (CONT'D) Your turn to tell.

BENJAMIN I'm younger than I look.

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

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

Daisy looks at him in the flickering candlelight.

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

(CONTINUED)

43.

60 CONTINUED: (2) 60

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

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

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

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

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

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

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

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

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

(CONTINUED)

44.

60 CONTINUED: (3) 60

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

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

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

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

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

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

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

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

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

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

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

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

CAROLINE Are you alright, Mother?

She nods "yes."

(CONTINUED)

45.

62 CONTINUED: 62

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

She doesn't say anything.

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

DAISY (impelling her) Go on.

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

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

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

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

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

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

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

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

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

BENJAMIN Going away? Where?

(CONTINUED)

46.

64 CONTINUED: 64

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

BENJAMIN What about your friend? The tall lady?

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

He starts to go...

BENJAMIN Goodbye...

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

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

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

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

BENJAMIN (V.O) Until...

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

BENJAMIN (CONT'D) Hello...

THE WOMAN I'm moving in today.

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

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

(CONTINUED)

47.

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

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

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

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

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

BENJAMIN I'm Benjamin...

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

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

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

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

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

48.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(CONTINUED)

49.

69 CONTINUED: 69

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

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

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

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

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

DAISY Oh, darlin', the pain...

CAROLINE I'll get the nurse...

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

THE NURSE You're not feeling too good?

She adjusts the morphine drip. Daisy lays back.

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

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

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

Caroline nods. The Nurse nods.

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

(CONTINUED)

49A.

70 CONTINUED: 70

She affectionately touches Daisy's cheek.

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

Caroline nods.

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

Another NURSE looks in...

THE WOMAN You busy?

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

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

Daisy shuts her eyes...

(CONTINUED)

50.

70 CONTINUED: (2) 70

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

71 EXT. THE MISSISSIPPI RIVER - DAY, 1932 71

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

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

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

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

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

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

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

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

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

(CONTINUED)

51.

71 CONTINUED: 71

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

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

BENJAMIN I do...!

CAPT. MIKE You got your sea legs old man?

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

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

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

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

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

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

CAPT. MIKE I needs a volunteah.

BENJAMIN Yes, Captain!

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

BENJAMIN Right away, sir...!

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

(CONTINUED)

52.

72 CONTINUED: 72

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

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

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

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

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

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

BENJAMIN I haven't found out yet.

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

BENJAMIN Not as old as I look.

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

BENJAMIN It's a short story...

CAPT. MIKE Can you still get it up?

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

(CONTINUED)

53.

73 CONTINUED: 73

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

BENJAMIN (not so sure) I guess.

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

BENJAMIN Never.

CAPT. MIKE Never!

BENJAMIN Not that I know of.

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

BENJAMIN Never.

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

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

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

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

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

BENJAMIN I never met my father.

(CONTINUED)

54.

74 CONTINUED: 74

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

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

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

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

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

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

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

55.

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

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

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

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

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

As they go...

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

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

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

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

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

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

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

(CONTINUED)

56.

75 CONTINUED: 75

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

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

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

THE GIRL How are you tonight, Grandpa?

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

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

THE GIRL Clean yourself up...

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

BENJAMIN Is that any better?

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

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

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

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

BENJAMIN Ohhh...!

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

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

BENJAMIN Again?

(CONTINUED)

57.

76A CONTINUED: 76A

THE GIRL Again?

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

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

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

BENJAMIN Again?

THE GIRL Again?

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

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

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

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

BENJAMIN (in heaven) Again?

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

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

BENJAMIN Thank you...

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

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

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

(CONTINUED)

58.

78 CONTINUED: 78

BENJAMIN You'll be here tomorrow?

THE GIRL Every night, but Sunday...

And she's finally able to go...

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

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

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

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

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

BENJAMIN That's very kind of you, Sir.

He gets into the car.

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

They drive in awkward silence.

THOMAS BUTTON My name is Thomas, Thomas Button.

BENJAMIN I'm Benjamin.

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

They shake hands.

(CONTINUED)

59.

80 CONTINUED: 80

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

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

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

THE WAITER What will it be sir?

BENJAMIN I'll have whatever he's having.

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

The waiter leaves.

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

BENJAMIN It's a night for firsts...

THOMAS BUTTON How is that?

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

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

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

THOMAS BUTTON That isn't a bad thing.

BENJAMIN There's a first time for everything.

(CONTINUED)

60.

81 CONTINUED: 81

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

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

THOMAS BUTTON What kind of a disease?

BENJAMIN I was born old.

Thomas is quiet. And for many things...

THOMAS BUTTON I'm sorry.

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

THOMAS BUTTON I'm sorry about your disease.

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

THOMAS BUTTON Your mother?

BENJAMIN I'm adopted.

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

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

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

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

(CONTINUED)

61.

82 CONTINUED: 82

BENJAMIN (slurring) I'm very sorry.

THOMAS BUTTON She died in childbirth.

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

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

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

After some moments:

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

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

The waiter comes over.

THE WAITER Would you gentlemen like another?

THOMAS BUTTON One more Benjamin?

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

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

THOMAS BUTTON What kind of work do you do?

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

62.

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

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

THOMAS BUTTON I enjoyed talking to you...

BENJAMIN I enjoyed drinking with you...

He starts to wobble inside...

THOMAS BUTTON (after him) Benjamin...

Benjamin slows...

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

BENJAMIN (a drunken wave) Anytime.

THOMAS BUTTON (happily) Goodnight, Benjamin.

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

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

84 INT. NOLAN HOUSE - LATE NIGHT, 1932 84

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

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

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

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

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

(CONTINUED)

63.

84 CONTINUED: 84

BENJAMIN (CONT'D) I met some people.

And right on cue Benjamin, wobbles...

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

And to finish the evening, he throws up.

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

The family's on the lawn...

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

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

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

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

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

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

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

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

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

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

DAISY I can do anything you can do...

(CONTINUED)

64.

87 CONTINUED: 87

BENJAMIN Put this on...

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

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

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

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

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

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

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

DAISY What's wrong with him?

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

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

CAPT. MIKE You know what day it is?

BENJAMIN Sunday.

CAPT. MIKE Do you know what dat mean?

He doesn't.

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

BENJAMIN You're drunk every night.

(CONTINUED)

64A.

89 CONTINUED: 89

Captain Mike just squints.

CAPT. MIKE Is that a girl?

(CONTINUED)

65.

89 CONTINUED: (2) 89

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

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

That notion stops him for about a nanosecond.

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

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

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

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

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

BENJAMIN What does it take to build something like that?

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

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

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

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

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

66.

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

The rain and wind knocking at the window...

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

CAROLINE Did you say something, Mother?

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

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

Daisy doesn't respond.

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

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

CAROLINE What?

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

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

CAROLINE Do you want me to go on reading?

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

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

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

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

(CONTINUED)

66A.

92 CONTINUED: 92

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

(CONTINUED)

67.

92 CONTINUED: (2) 92

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

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

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

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

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

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

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

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

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

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

93 INT. NOLAN HOUSE - ANOTHER DAY, 1936 93

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

BENJAMIN Would you like to go for a walk?

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

68.

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

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

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

As Benjamin watches the woman go to her final rest.

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

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

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

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

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

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

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

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

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

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

69.

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

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

TIZZY (shaking his hand) Good luck, son.

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

BENJAMIN Goodbye, Mother...

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

DAISY Benjamin... Benjamin...

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

DAISY (CONT'D) Where are you going?

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

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

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

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

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

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

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

(CONTINUED)

70.

98 CONTINUED: 98

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

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

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

CAROLINE Is this what you're looking for?

DAISY Looking for?

CAROLINE You said you wanted this?

DAISY Of course.

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

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

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

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

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

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

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

(CONTINUED)

70A-71.

98 CONTINUED: (2) 98

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

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

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

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

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

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

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

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

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

Two burly hard working IDENTICAL TWIN BROTHERS...

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

101 EXT. DOCK SOMEWHERE - DAY, 1937 101

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

(CONTINUED)

72-72A.

101 CONTINUED: 101

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

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

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

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

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

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

103 EXT. ATLANTIC OCEAN - DAY, 1938 103

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

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

Daisy lying in bed...

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

105 EXT. HARBOR SOMEWHERE - NIGHTFALL, 1938 105

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

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

106 EXT. NEW YORK SKYLINE - DAY, 1938 106

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

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

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

(CONTINUED)

73.

107 CONTINUED: 107

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

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

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

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

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

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

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

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

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

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

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

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

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

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

CAROLINE Did you love him, mother?

DAISY What can a girl know about love?

(CONTINUED)

73A.

110 CONTINUED: 110

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

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

(CONTINUED)

74.

110 CONTINUED: (2) 110

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

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

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

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

They tow a large freighter into port.

CAPT. MIKE Benjamin...

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

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

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

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

And that makes perfect sense to Mike...

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

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

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

74A.

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

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

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

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

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

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

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

(CONTINUED)

75.

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

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

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

Pointing at the symbol...

CAPT. MIKE (CONT'D) Infinity!

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

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

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

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

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

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

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

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

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

(CONTINUED)

76.

114 CONTINUED: 114

ELIZABETH ABBOTT What are you looking at?

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

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

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

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

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

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

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

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

Benjamin on the tug, but it's less fun now, not much adventure, just hard work... Fighting the snow and the wind, they tow a large freighter into port...

76A.

116 INT. BENJAMIN'S ROOM - "WINTER PALACE" - NIGHT, 1941 116

Benjamin, in his small room, cold air blasting through the windows, looking out the window into the snowy night...

BENJAMIN BUTTON'S (V.O.) And longer nights...

He lays on his bed looking out at the dark sky... the snow falling...

(CONTINUED)

77.

116 CONTINUED: 116

BENJAMIN BUTTON'S (V.O.) One particular night... when I was having trouble sleeping...

117 INT. "WINTER PALACE," RUSSIA - LATE NIGHT, 1941 117

Benjamin trudges down the stairs, stepping tentatively into the empty lobby... He slows, seeing ELIZABETH ABBOTT in her bathrobe, sitting, alone and lonely... and it's not the first time for her...

BENJAMIN I'm sorry... I can't sleep...

She's quiet... She finally looks up... but doesn't say anything... There's an awkward moment...exacerbated by the stillness of the hotel in the middle of the night...

BENJAMIN (CONT'D) I was going to make some tea...would you like some?

She shakes her head no... He crosses through the empty bar, into an old KITCHEN... He looks for tea... Puts water in a kettle... As he watches the kettle boil... Elizabeth, her arms folded across her chest as if she were chilled, stands by the door... Benjamin, without asking, takes a cup for her...

BENJAMIN (CONT'D) Milk...? Honey...?

ELIZABETH ABBOTT Some honey, thank you.

He finds a large honey jar... and seeing some dead flies in with the sweet syrup he asks...

BENJAMIN Do you like flies with your tea?

She smiles...for the first time... A thin smile... He starts to stir the tea... Elizabeth stopping him...

ELIZABETH ABBOTT You must let it steep for a minute...

BENJAMIN Steep?

(CONTINUED)

>>>

/ The Curious Case of Benjamin Button.
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