Written By Fred Barron & Marco Pennette & Dottie Dartland CBS Entertainment Productions Pebruary 28, 1995

CEARACTERS CAROLINE BRODY - Mid-30’s; very real and much more attractive than she believes herself to be. She’'s a successful cartoonist, and her Cartoon Caroline will serve as her alter ego throughout the series. DEL KIMBEL - Late 30’'s; good-looking; charming; facile and smart. Del is President of Kimbel Greeting Cards and is Caroline’s on-again/off-again boyfriend. RICHARD LOBEL - Early to mid-20’s; filled with a mid-90’'s detachment. Works for Carcline as her colorist. He aspires to be an artist, but unless he loosens up, he doesn’'t stand a chance. LIBBY McNEBIL - Late 20's; jaded; attractive; hip without trying. Caroline’s next-door neighbor. We discover in later episodes that she runs Binge/Purge -- a trendy, used clothing store. MARK McNEIL - Early genial. Libby’s older brother. He is recently divorced and living with Libby. ALICE RUTGER - Del’'s secretary. Mid-50's; African-American; one of those people who knows how to deal with everything, probably because she takes nothing too seriously. In Future Episodes: CHARLIE NORRIS - Late 30’s/early 40’'s; head writer at Kimbel Greeting Cards.

STANDING SETS CAROLINE’'S LOPT - A loft in Tribeca, New York -- spacious, messy, with large windows looking out onto the city. There’s a galley-style kitchen stage right, a bed stage left, and up against the wall is a large drawing table -- Caroline’s workspace -- complete with pens, paper, bottles of ink, etc. The wall is cluttered with scraps of paper with her cartoon sketches on them. There is also an almost life-sized cardboard cut-out of Cartoon Caroline left over from a bock tour. KIMBEL GREETING CARDS - Modern office in Mid-town Manhattan. This is Del’'s turf. In future episodes, we’ll see more of the office, including the "theme rooms," permanently decorated in holiday themes to inspire the writers, for example: There’s a Christmas Room, Wedding Room, probably even a Condolence Room, etc.

2/28/95 I IN CI ENING ANIMATION: THE SCREEN IS WHITE, LIKE A BLANK PANEL OF A CARTOON STRIP, WITH THE STRIP'S TITLE -- "CAROLINE IN THE CITY" -- IN THE UPPER LEFT-HAND CORNER. A CROWD OF CONTENTED PEOPLE ARE POURING OUT OF A MOVIE THEATER IN THE MIDDLE OF WHICH WE SEE AN IRATE, ANIMATED CARTOON CAROLINE AND BEMUSED CARTOON DEL, BOTH STILL CARRYING THEIR BOXES OF POPCORN. CARTOON CAROLINE A relationship? never had a relationship. All we’ve had is two hundred and eighteen one-night stands! (BEAT) With the same person! AND SHE STORMS OFF, LEAVING DEL ALONE IN FRONT OF THE THEATER, AS THE CAMERA PULLS BACK TO REVEAL THE MOVIE MARQUEE -- DOUBLE FEATURE: "SLEEPLESS IN SEATTLE" AND "WHEN HARRY MET SALLY." CARTOON DEL I kpnew we should’ve gone to "Pulp Fiction." CAROLINE'S BOX OF POPCORN FLIES INTO FRAME AND BOPS CARTOON DEL ON THE HEAD. EADE QUT.

SPACIOUS, MESSY, WITH LARGE WINDOWS LOOKING QUT ONTO DOWNTOWN NEW YORK. THIS IS WHERE CAROLINE LIVES AND WORKS. UNDER ONE OF THE WINDOWS IS A LARGE DRAFTING TABLE COMPLETE WITH PENS, PAPER, BOTTLES OF INK, ETC. THE WALL'S CLUTTERED WITH SCRAPS OF PAPER WITH HER CARTOON SKETCHES ON THEM. FROM THE OUTSET, CAROLINE'S INTERVIEWING A YOUNG, TYPICAL SOHO ARTIST -- WILD HAIRED, PAINT-STAINED SHIRT. HIS PORTFOLIO’S ON THE COFFEE TABLE. CAROLINE Well, thanks for answering my ad, Mr. Monroe, but the problem is -- MONROE It’s just "Monroe." One word. Like Picasso, or Cher. CAROLINE Right. So, Monroce, the job I'm offering really isn’'t that creative -- it’'s a colorist. See, I draw the cartoons, you color them in. MONROCE Do I have to stay in the lines? {GETTING WORKED UP) ‘Cause I won't stay in the lines! You can’t do that to me! OFF CAROLINE’S LOOK:

! ET - D CAROLINE’S INTERVIEWING ANOTHER APPLICANT. IT'S A WOMAN WEARING AN ALL-LEATHEER OUTFIT WITH PIERCINGS ALL OVER HER FACE, ESPECIALLY THROUGH HER EYEBROW. CAROLINE CAN BARELY LOOK AT HER. CAROLINE (UNCOMFORTABLY) ...So your job would be to color the strip for the newspaper, the calendar, the greeting cards -- God, doesn’'t that hurt? WOMAN Yes. Constantly.

SCENE B INT. HALLWA INE’ - DA CAROLINE'S AT THE FRONT DOOR, TALKING TO A WOMAN DRESSED IN A "CAROLINE" SWEATSHIRT, "CAROLINE" BASEBALL CAP AND WEARING A BUNCH OF "CAROLINE" BUTTONS. MONUMENTALLY UNCOMFORTABLE. AS THE ULTIMATE FAN RAMBLES, CAROLINE ESCORTS HER INTO THE ELEVATOR JUST ACROSS THE HALL. ULTIMATE FAN I can start immediately! I’‘ve read every "Caroline" strip, I have every "Caroline" book, every "Caroline" calender, every "Caroline" greeting card -- especially the Get Well ones -- Well, I do have a few more people to interview -- ULTIMATE FAN I don’'t want to just work for you, Caroline -- I want to be you! CAROLINE No, you don‘t, believe me. Go home. Bye, bye. THE ELEVATOR BOORS CLOSE. CAROLINE QUIETLY BEATS HER HEAD AGAINST THE DOOR JAM. THE DOOR ACROSS FROM CAROLINE’S LOFT OPENS AND MARK MCNEIL -- GENIAL, EARLY 30'S, WEARING A KNICKS CAP AND SWEATS

MARK Hey, Caroline. Do you know where my sister keeps the coffee filters? CAROLINE Next to the coffee. MARK Cool. (STARTS BACK IN; STOPS) And the coffee would be in theeee...? CAROLINE Kitchen. MARK Right. Near theeee...? CAROLINE got coffee already made, Mark. MARK Thank God. MARK EXITS INTO CAROLINE'S APARTMENT. CAROLINE FOLLOWS HIM. CUT TO:

SCENE C OL ! QOFT - C U AS MARK HEADS FOR THE KITCHEN, CAROLINE FLOPS DOWN ON THE SOFA. CAROLINE (SIGHS) What is it with this city? I've interviewed thirty-five people for this job, and there’s not one of them I'd feel safe standing next to on the subway. MARK You're too picky, Caroline. You've got to take chances in life. (THEN) Of course, this is said by a guy who’s divorced, unemployed and living on his sister’s couch. (INSPECTING THE COFFEE) 1Is this real, or is it one of those foofy, girly flavors? CAROLINE Yeah, it‘s by Massengill. Shut up and drink it. ) MARK Boy, someone needs a hug. Del out of town? CAROLINE Del and I broke up Saturday.

MARK LOOKS REALLY STUNNED. MARK Oh, wow, you're kidding. What CAROLINE Ah, nothing. We were sitting around watching "Bride of Frankenstein" on the late show, and it dawned on me, even this stupid monster with bolts in his neck is willing to commit to a relationship -- Del felt suffocated when I put his name on the speed dial. So we had this big fight and we both realized we were never going to go anywhere. MARK So he dumped you? CAROLINE He didn’t dump me! It was mutual. If anything, I was the dumper, he was the dumpee. Not that it’s a gontest. (POINTS TO HERSELF; MOUTHS WORDS) "Me -- Dumper." MARK Wow, so Del’s really gone...

CAROLINE Yeah, well, I'll get through it. I'm going to take a little "Caroline time" -- you go to museums, the opera -- all that crap people say they love to do when they live in New York. MARK I'm going to miss Del. He was a great guy -- funny, smart, always picked up the tab whenever -- CAROLINE Yeah, he’s great, Mark. You're divorced, he’s available, why don't yoy date him? THERE’'S A DISTINCTIVE KNOCK AT THE DOOR. CAROLINE (CONT'D) (YELLS) Come in, Lib. THE DOOR OPENS AND LIBBY MCNEIL (LATE 20'S) ENTERS. AS THEY TALK, LIBBY CROSSES TO CAROLINE'S REFRIGERATOR. LIBBY Coffee. - CAROLINE Kitchen. MARK You’re back early. How was Atlantic City?

LIBBY I won five grand. MARK Are you serious? LIBBY Yeah, right. That’s why I'm having gum for breakfast. SHE TAKES OUT A CARTON OF MILK. LIBBY (CONT'D) Caroline, I think you need some new milk. (RE CARTON) They found this kid three months ago. MARK Hey, go easy. She broke up with Del on Saturday. LIBBY For real? MARK Yeah, they were watching "Bride of Frankenstein" -- LIBBY (MELTING) Oh, the part where he gees his reflection in the water... CAROLINE And he realizes he’ll never know true love, and that’s all he really wants. ..

LIBBY God, they don’'t make guys like that anymore. .. CAROLINE ROLLS HER EYES. MARK Hey, that’s all I wanted in my life. When Meredith and I got divorced, I thought I’'d never get over that desolate, gut-wrenching, blow-your-brains-out sense of loss. MARK STARES OFF INTO SPACE. CAROLINE (HELPFULLY) But then, in time, you started to pick up the pieces...? MARK SHAKES HIS HEAD NO, ABJECTLY. MARK There are some pains you just never get over, Caroline. Six months, a year -- it doesn’'t make any difference. They just keep growing and growing. .. CAROLINE Gee, Mark, thanks for the pep talk. LIBBY So tell me what it was like the first time you saw Del back at the office.

CAROLINE ("NONCHALANT"; WITHOUT MAKING EYE CONTACT) Actually, I haven’t been by the office. LIBBY Why not? CAROLINE Well, I thought needed a little time apart -- you know, two, three years. freelance -- I can messenger the greeting cards in. LIBBY Are you nuts? You can’t spend your life avoiding a guy. Next thing you know, you'll want to stop going to that dry cleaner you both use on Fourteenth Street. CAROLINE Oh, I'm not going to him anymore. THE INTERCOM BUZZES. CAROLINE CROSSES TO ANSWER IT. CAROLINE (CONT'D) (INTO INTERCOM) Who is it? RICHARD (0.S.) (OVER INTERCOM) Richard Lobel. I'm here for the job. CAROLINE BUZZES HIM UP. [ [

CAROLINE Okay, guys, get out of here. got things to do. I've got to interview this guy, call a messenger service -- LIBBY Okay, Caroline, but just remember, by not going in yourself, you're telling Del it’s really over. CAROLINE Good. It jig over. LIBBY "Oout of sight, out of mind." CAROLINE (LESS CERTAIN) Well... what about "Absence makes the heart grow fonder"? LIBBY Oh, please. That went out with "If you love something set it free." MARK (HEARTSICK) Oh, God, that was my last hope. AS CAROLINE REACTS: 12

INT. 'S LO - D CAROLINE’S NOW INTERVIEWING RICHARD LOBEL -- EARLY TO MID-20'S AND EXTREMELY SERIOUS-LOOKING. AS A MATTER OF FACT, RICHARD SHOULD LOOK A LOT LIKE NOEL HOGEN OF THE CRANBERRIES (OR WHICHEVER ONE HAS THE BLOND HAIR AND GLASSES ON THE "NO NEED TO ARGUE" COVER) . HE WEARS A RUMPLED, DARK SUIT, DARK SHIRT, THE OBLIGATORY DOC MARTENS AND A SMALL EARRING. AS HE WATCHES CAROLINE LOOK AT HIS PORTFOLIO, RICHARD IS TORN BETWEEN WANTING TO BE HIRED AND LOOKING DOWN ON THE JOB. CAROLINE This is very impressive, Mr. Lobel. RICHARD TURNS IT AROUND FOR HER. CAROLINE Ah. Even better. So, you're familiar with "Caroline"? RICHARD I think my high school teacher had one of your mugs -- it‘s that stringy-haired girl who’'s always looking for a relationship, right? CAROLINE No, that’s "Cathy." Mine’s the stringy-haired girl who has the but they’re bad. (ASIDE) Mental note: Find new hairdresser. (THEN, TO RICHARD) Well, you seem more than qualified for this job.

RICHARD I am. CAROLINE So, why do you want it? RICHARD Money. Seems I be able to make a living as a real artist until after I’'m dead. (WITHOUT EXPRESSION) Bummer, huh? CAROLINE Totally. CAROLINE’S CAT JUMPS UP ON HIS LAP; RICHARD REACTS. RICHARD (DRYLY) Oh, great. You have a cat. CAROLINE This is Salty. Well, actually, her real name is Salt. See, I had a Pepper, but Pepper ran away a year ago -- he was a guy, So typical. So, anyway, since the name "Salt" is -- . RICHARD Can you get her away? CAROLINE Oh, sorry. You’'re allergic? 14

RICHARD No, I just like cats. Or dogs. Or anything that jumps up and down and pees on your feet when you come home. CAROLINE Well, then, we may have a problem, because I tend to get fairly excited when people come over. CAROLINE LAUGHS. RICHARD DOESN'T. THE DOORBELL CAROLINE (CONT'D) (UNDER HER BREATH) Not even a (STANDING) Well, I have one more person to see today -- RINGS. CAROLINE (CONT'D) -- and that must be him, (GLANCES AT WATCH) very prompt -- good sign -- so thanks for coming by, Mr. Lobel. And if you leave me your number, I’'ll certainly be in touch. RICHARD (HANDING HER A CARD) You can reach me at my apartment for the next twenty-four hours, and after that, here’s the number of the shelter. But no pressure. 15

AS RICHARD PACKS UP, CAROLINE OPENS THE DOOR TO AN AFRICAN-AMERICAN BLIND MAN WITH HIS SEEING-EYE DOG. BLIND MAN I'm here for the job as colorist. CAROLINE Ch, geez, I'm, uh... sorry, but I don’t think you’re the right person for the job. BLIND MAN You're saying that because I'm black. CAROLINE No, I'm saying it because you're blind. You color things: Sight is a plus. BLIND MAN You just got yourself a lawsuit, lady. See you in court. HE WALKS AWAY AS CAROLINE CLOSES THE DOOR. A SHORT, AMAZED BEAT, THEN: CAROLINE (PROFESSIONALLY) So, Mr. Lobel, after carefully reviewing your resume... (THEN, CRUMBLING) Please take this job!

SCENE g S ISH HOT - KI I AN OFFICE BUILDING ON THE EAST SIDE. ALICE (V.0.) (INTO PHONE) Good morning, Kimbel Greeting Cards -- we care so you don’t have to. DRISSOLVE TQ: INT. KIMBEL GREETING CARDS/FRONT OFFICE - DAY THE PLACE IS CHEERFUL AND MODERN AND SUCCESSFULLY BUSY. ALICE RUTGER -- AFRICAN-AMERICAN, MID-50'S -- IS ON THE PHONE. ALICE (INTO PHONE) ...So, you sent them a "get well" card and they died? Well, that would be our complaints department... or God. SHE TRANSFERS THE CALL. CAROLINE ENTERS OFF THE ELEVATOR, CARRYING A PORTFOLIO. SHE'S WEARING A TRENCHCOAT. EVERYONE SEEMS TO STOP WHAT THEY'RE DOING AND LOOK AT CAROLINE THE MOMENT SHE ENTERS. CAROLINE TRIES TO IGNORE THEM AND CROSSES TO ALICE’S DESK. CAROLINE Hey, Alice. ) ALICE (TAKING A PIECE OF PAPER OUT FROM HER DESK; YELLING) Okay, she showed up Wednesday at two-fifteen. (OFF PAPER) Leslie wins the pool! 17

A WOMAN, LESLIE, IN THE BACKGROUND PUMPS HER FIST IN THE AIR, AS THE REST OF THE OFFICE CLAPS. ALICE (CONT'D) (THEN, TO CAROLINE) So, how’s it going? CAROLINE Fine, Alice. (TO ROOM) I just want to announce to everyone that just because Del and I broke up doesn’'t mean we can't deal with each other in a professional capacity. CAROLINE TAKES OFF HER JACKET TO REVEAL A GREAT- LOOKING OUTFIT. ALICE Oh, look at you. Rub that "capacity" in his face. CAROLINE Oh, stop. This is just something I had hanging around in my closet. ALICE the price tag on it? ALICE RIPS OFF THE PRICE TAG. - CAROLINE What did you do?! Now I have to keep it. AS ALICE LAUGHS:

SCENE H INT. ! FFICE - CO QUL DEL -- MID-30'S, HANDSOME, CHARMING, WITH AN EASY- GOING SPARKLE -- IS ON THE PHONE. DURING THE FOLLOWING, HE CROSSES TO HIS FILE CABINET, TAKES OUT A CARD AND STARTS FILLING IT OUT. DEL (INTO PHONE) Mom, stop, how could I forget your birthday? 1I'm in the greeting card business, of course I sent you a card! HE SEALS THE CARD IN AN ENVELOPE, WRINKLES IT, DROPS IT ON THE GROUND AND STEPS ON IT A FEW TIMES. AS HE DOES THIS, CAROLINE ENTERS, TENTATIVELY. DEL SEES HER AND WAVES HER IN. DEL (CONT'’D) (INTO PHONE) It must be lost in the mail. I’'m sure it’ll be there any day... Okay, bye, Mom. (HANGS UP; THEN, TO CAROLINE) I'm sorry you had to see that. CAROLINE Hi, Del. DEL Hi, hon. CAROLINE (AWKWARDLY) Yeah, I just came by to show you the "Caroline" Christmas card ideas... 19

) 20 DEL Great. CAROLINE I mean, I know I could have had the messenger bring them over, but... I wanted to say hi... and show you my sketches... (REALIZING) which I left outside. CAROLINE EXITS. DEL CHECKS HIS BREATH WITH HIS HAND AND COMBS HIS HAIR WITH HIS FINGERS. HE STRIKES A CASUAL POSE, JUST AS CAROQOLINE RE-ENTERS WITH HER PORTFOLIO. CAROLINE (CONT'D) Here we go. SHE HANDS HIM PORTFOLIO. AS HE TAKES OUT THE SKETCHES, THEY BOTH TRY TO IGNORE THEIR DISCOMFORT AND CHEMISTRY. DEL Thanks. You look great. CAROLINE (DISMISSIVE) Eh. DEL Listen, been hoping you’d stop by because I bought a little something and I knew it would be weird if I came over... HE PRODUCES A GIFT-WRAPPED BOX AND HANDS IT TO HER. CAROLINE Oh, Del... what did you do? I don’t think I should --

DEL No, no, it’s not for you, it’s for Salty -- a little catnip mouse . CAROLINE (DRYLY) That’'s really sweet, Del. DEL I really miss thét cat. (BEAT) You think she misses me? CAROLINE Well, she’s a cat. They bounce back. DEL (THEN, TAKING SKETCHES) So, let’'s take a look at these. We said we weren’'t going to let our personal lives interfere with our professional lives, so let’s just jump right into it. CAROLINE Absolutely. Time to work. DEL (RE CARD) Oh, this one’s great. CAROLINE It’s just a rough idea. 21

HE PICKS UP A SKETCH TO LOOK AT. A BEAT. HE DROPS THE CARD AND THEY KISS PASSIONATELY. THEY BOTH SUDDENLY BREAK THE KISS, AD-LIB "I'M SORRY," "THAT WAS WRONG," ETC. THEY BOTH INSTANTLY GO BACK TO THE CARDS, FLUSTERED. CAROLINE (CONT'D) (RE CARD) That'’'s my favorite. DEL For what worth, it was the best eight months of my life, Car. CAROLINE Nine. DEL We did have fun together, though. You got to admit, we had fun. CAROLINE But I don‘t want fun, I want a relationship. (OFF HIS LOOK) That sounded so much better in my head. (BEAT) Listen, let me know what you think of the sketches... (RE BOX) I should get this to the cat. CAROLINE STARTS FOR THE DOOR. DEL Garoline, just because we're not seeing each other anymore doesn’'t mean we can’t see each other... anymore. 22

CAROLINE Yeah, maybe we can grab a bite sometime. DEL When? CAROLINE What about tonight? DEL Oco, tonight’s bad. 1I’'ve got a, um... Well, since we’re not going out anymore, I guess I can say this... got a date. CAROLINE A date? Ah. Oh, my God, this is so weird, I just remembered, I've got a date tonight, too. That would have been embarrassing, huh? Me making a date with you and then having this other big date. DEL You’'ve got a date? CAROLINE Yep. Big hot date. DEL So, where are you going? CAROLINE Where? 23

DEL On your date? CAROLINE Oh, we’re going to Remo’s. DEL Oh, boy. CAROLINE What? DEL That’s where Debby and I are going. CAROLINE Del, that’s place! DEL But you're going there. CAROLINE But I discovered it. Oh, never mind. My date and go somewhere else. Maybe we’ll just order in. DEL No, no, don’'t change your plans on my account. CAROLINE Del, I'm not going to bring my date to the same restaurant that you bring your date -- that’s just a little too Noel Coward for me. 24

DEL You got an ugly one, huh? CAROLINE (SPINNING) What? DEL What is he -- scrawny, balding... CAROLINE I don’'t believe you. DEL Hairy ears? CAROLINE He’s gorgeous. He happens to be very gorgeous. DEL Then bring him by tonight. CAROLINE Okay, fine. I might just do tha (TURNS TO LEAVE; THEN, WITH RESOLVE) See you tonight. AS CAROLINE SMILES DEFIANTLY AT HIM. ANIMATION: t. SMASH CUT TO: A CARTOON CAROLINE JUMPING OUT OFFICE WINDOW, SCREAMING. EADE OUT. 25

ACT TWQ SCENE J MATION: CARTOON CAROLINE IS ON THE PHONE. AS SHE TALKS, SHE STANDS AT HER CLOSET RAPIDLY HOLDING DIFFERENT DRESSES UP IN FRONT OF HER, THEN DISCARDING THEM BY FLINGING THEM OVER HER HEAD. CARTOON CAROLINE (INTO PHONE) That’s right, I need a date for tonight. He has to be tall, dark and handsome... Wow. How much is he without the whipped cream? RISSOLVE TO: CAROLINE IS PACING WITH THE PHONE. SHE IS WEARING A SWEATSUIT. RICHARD IS IN THE BACKGROUND AT CAROLINE'S DRAFTING TABLE, OPENING HIS PORTFOLIO. SALTY IS STARING AT HIM. CAROLINE (INTO PHONE) No, Howard, I understand... If you’'ve got plans tonight, you'’ve got plans... Yes, I promise. 1I’ll come in next week for my teeth-cleaning. Bye. (HANGS UP; MUTTERS) Rinse and spit this. SHE PLOPS DOWN ON THE COUCH AND SIGHS. RICHARD DOESN’T NOTICE. CAROLINE GIVES ANOTHER BIG SIGH. 26

CAROLINE (CONT'D) (FINALLY) "Oh, gee, Caroline, is something wrong?" "No, but so nice of you to ask." RICHARD Should I stay, or do you two want to be alone? CAROLINE Come on, Richard. Don’t you like to chat? My old colorist Jeannie and I used to talk for hours. Some days we wouldn’t get any work done at all. But then she moved to Chicago to get married... to a guy named "Bill"... nice guy... RICHARD (UNCOMFORTABLE) Excuse me, was listening to your personal problems part of the job description? Because I don’t do well with personal problems. CAROLINE pay you an extra two dollars an hour. RICHARD (BEAT) So, Caroline, how are you? 27

CAROLINE Terrible. stupid. I broke up with my boyfriend and now dating someone else. Cén you believe it? For nine months I tell him to put the toilet seat down -- he ignores me. Now I tell him we have to move on, and bang -- eighty-six hours later, he’s got a date! So I of course told him I had a date tonight -- which he didn’'t believe -- with good reason, too, because I was lying. So, in four hours, I have to show up at the same restaurant to prove that he’s real -- which he isn‘t. RICHARD And you really think your colorist moved away ‘cause she got married? CAROLINE CHUCKLES. CAROLINE Wow -- conversation and a joke! You'’ve earned your money today. (CROSSING TO HIM, LOOKING AT STRIP) Wait a minute, what did you do to Caroline’s hair? 28

Y) RICHARD I made it flaxen. CAROLINE But her hair’s yellow. RICHARD No one’s hair is just yellow. I mean, look at you. Your hair’s goldenrod with cadmium highlights, and the roots are a deep -- CAROLINE Okay, okay! The point is, the newspaper only has yellow! Her hair is yellow! RICHARD Geez, with an attitude like that, it’s no wonder you can’'t find a date. CAROLINE Okay, you're right, sorry. Good job on these. (THEN, EYEING RICHARD) Listen, Richard, I know we know each other that well, so there’s no way you would consider -- RICHARD No. 29

CAROLINE Thanks. Hadn’'t quite had enough rejection today. (CROSSING TO DRAFTING TABLE) Okay, listen, here’s the Sunday strip. They need it to go to press tomorrow, so if I gave you my key, could you just drop it off tonight when you’re done? RICHARD Sure. (THEN, GLANCING AT THE STRIP) Uh-huh. CAROLINE Uh-huh? You know, they are called the "Funnies." It might be nice if you found it somewhat... funny. RICHARD I didn’t get it. CAROLINE (OFF STRIP) What'’s not to get? Caroline says she’s going to work out, then we see her running for bus and jumping over the puddle and walking up the stairs... And then she gets to the gym and turns around and goes back home... (MORE) 30

CAROLINE (CONT'D) (OFF RICHARD'S BLANK LOOK) See, that was her work-out... just getting to the gym... without going inside... RICHARD And...? CAROLINE Just make sure her hair’'s yellow! RICHARD ZIPS UP HIS PORTFOLIO AND GETS READY TO EXIT, AS LIBBY ENTERS. LIBBY Hi. RICHARD Hello. CAROLINE Oh, Libby, this is Richard. Richard, Libby. LIBBY (TO RICHARD) Oh, you must be the uptight cat hater. (THEN) Nice ass. RICHARD And you must be the slutty next door neighbor from the strip. LIBBY Yeah, but my breasts are bigger. RICHARD GLANCES AT HER CHEST.

)) AND HE EXITS. RICHARD If you say so. LIBBY Feisty -- I like him. CAROLINE I worry about you. (THEN) So, any luck? LIBBY I called that Peter guy we met at the party last menth. No go. CAROLINE He didn’'t remember me? LIBBY No, he remembered you, he just didn’t like you. CAROLINE That’s it -- I'm just not going to show up. Del can think what he wants. LIBBY No, no, no, you're not going to bail on this. We’ll find you a guy. CAROLINE In four hours? 32

LIBBY C'mon, Caroline, this is Manhattan, one of the most interesting and diverse cities in the You can toss a pear out the window and hit a great gquy. CAROLINE Yeah, right. LIBBY Watch -- LIBBY TAKES A PEAR FROM THE FRUIT BOWL AND HEAVES IT OUT THE WINDOW. MAN (0.S.) Hey! CAROLINE AND LIBBY MOVE TO THE WINDOW. LIBBY (OUT WINDOW) Sorry, Father. CAROLINE (EMBARRASSED) You are so nuts. LIBBY Okay, then, we’ll try a banana. DISSQLVE TO: 33

Yy INT. ! Q - F T THE FRUIT BOWL IS ALMOST EMPTY. IT’'S CLEAR LIBBY'S THEORY ISN'T WORKING. LIBBY TAKES THE LAST REMAINING PIECE OF FRUIT (AN APPLE) AND AIMS IT OUT THE WINDOW. CAROLINE Ooo, try for the guy in the Brooks Brothers suit. LIBBY (POINTING O0.S.) The bald guy? CAROLINE Yes, Libby, I want a three-hundred pound, hairless man. (POINTING) No, him. LIBBY TAKES AIM, THROWS, THEN... CAROLINE (CONT'D) Yes! Direct hit! ANGLE - QUT THE WINDOW WE SEE THE SIDEWALK LITTERED WITH FRUIT. A HANDSOME MAN IN A BROOKS BROTHERS SUIT (JEFF) LOOKS UP TOWARD CAMERA. JEFF Was it something I said? INTERCUT AS NEEDED: CAROLINE I'm sorry, my friend and I were throwing fruit out the window in a (MORE) 34

Yy CAROLINE (CONT'D) somewhat misguided attempt to meet men. JEFF You might have more luck if you throw money. CAROLINE Believe me, I have a long and sordid.history of throwing money at men. LIBBY (TO CAROLINE) Oh, my God -- he actually seems like a normal guy! JEFF So, what’s your name? CAROLINE Juliet. JEFF Mine’'s Jeff. CAROLINE (TO JEFF) No, my name’s not really Juliet, it’s Caroline. Juliet’s, you know, from Romeo and Juliet, there’s the whole balcony scene, get it? Juliet? Good, Caroline, obtuse and not funny. Listen, (MORE) 35

CAROLINE (CONT'’D) Jeff, this being New York, there’'s a good chance you could be a psycho killer or even worse, an actor, but I'm willing to take my chances. Can I buy you dinner tonight? JEFF Are you going to throw it at me? CAROLINE No, there'’'s this great place on Mulberry Street -- JEFF Remo’s? CAROLINE You know it? LIBBY You have got to marry this guy! If for no other reason than to tell your grandchildren how you met. CAROLINE (TO JEFF) How about eight o’clock? JEFF gounds terrific. (BEAT) Hey, am I on "Candid Camera"? AS CAROLINE LAUGHS... 36

N H - _REMO’ - NIGH SQLVE TQ: INT. REMO'S - NIGH AN INTIMATE SMALL RESTAURANT IN LITTLE ITALY. IT'S RAINING OUTSIDE. CAROLINE ENTERS THE RESTAURANT, STRUGGLING TO CLOSE HER UMBRELLA. CAROLINE (TO AN EXITING CUSTOMER) you need an umbrella, don’'t go to the crook on the corner of Second and Spring. SHE FINALLY GETS THE UMBRELLA CLOSED, BREAKING IT IN THE PROCESS, AND STARTS LOOKING AROUND. TO HER DISMAY, THE FIRST TO ARRIVE. THERE IS A YOUNG MAITRE D’ AT THE ENTRANCE. MAITRE D’ Buona sera, may I help you? CAROLINE Yes, I made reservations for two for Brody. MAITRE D’ Tonight? Brody? I don’'t seem to have you down. CAROLINE I called three hours ago. REMQ, THE OWNER, A SHORT STALKY MAN IN HIS 60'S, COMES OVER. 37

REMO (KISSING HER HAND) Caro, bellissima. Ciao, Carolina. CAROLINE Hey, Remo. THE MAITRE D’ SAYS SOMETHING TO REMO IN RAPID ITALIAN. REMO No, no. Carolina and Signore Del are the best customers. My favorite couple. (TO CAROLINE) So when I hear you make reservations after Signore Del makes reservations, I know there must be mix-up -- you call not knowing he already called, so I erased your name. Don’'t worry. I gave you two best table in the house. The best. CAROLINE Well, I hope you have two best tables because, uh, Del and I aren’t here together. We broke up. REMO WINCES AS IF HE’'D BEEN SHOT. CAROLINE (CONT'D) But, it’s okay. Really. 38

REMO I never liked "Signore Del." Big phony bastard. (LEADING HER) Come, poverina, I get you a nice quiet table out of the way. CAROLINE Remo, I don’'t want out of the way. I'm fine. Of course, when Del comes in with "Debby," he might want that quiet little table with the wobbly leg by the kitchen door. ANGLE ON THE FRONT DOOR DEL COMES IN WITH DEBBY, WHO'S IN HER EARLY TWENTIES AND A KNOCK-OUT. DEL -- so I said, "Lose the fish and make him a cat. A cat on the card would sell." And that’s how Garfield was born. DEBBY (AMUSED) You did not. DEL I know, but it makes a great story. ANGLE ON: cm;.OLINE, BEING SEATED BY REMO. REMO Uh-oh. here. CAROLINE (WITHOUT LOOKING) How bad is it?

REMO It’s blonde, twenty-two and her dress is a sausage casing. CAROLINE Oh, God. REMO This is too painful. I must tell him to go. CAROLINE Remo. REMO No, it is a humiliation. CAROLINE Remo, I'm not humiliated. If my date doesn’'t show up in ten seconds, that’ll be a different story. AS DEL AND DEBBY APPROACH CAROLINE'S TABLE, REMO HEADS HIM OFF. REMO (STERNLY) Signore Del. DEL SMOOTHLY TAKES MONEY FROM HIS POCKET AND SLIDES IT TO REMO AS HE SHAKES THE WAITER'S HAND. - DEL Hey, Remo. 40

REMO ) (GUSHING) So good to see you again, and the beautiful signorina. (KISSES HER HAND) Bellissima. Come, I reserved for you two the best table. The best. CAROLINE ROLLS HER EYES. Hey, Caroline. Debby, this is Caroline -- my good friend, my buddy, my pal -- CAROLINE Okay, okay, you make it sound like we were in the war together. r AS CAROLINE AND DEBBY EXCHANGE HELLOS, DEL, ENJOYING HIMSELF, LOOKS AROUND TABLE FOR HER DATE. DEL (RE EMPTY CHAIR) And this must be. .. CAROLINE He’'ll be here! He's 5ust a little late. DEL dé'll sit and wait with you if you want . CAROLINE No, thank you. 41

DEBBY You know that dress has a litcle, tiny hole on the shoulder. You can hardly see it, though. CAROLINE Thanks for pointing it out. DEL Debby’s in fashion. CAROLINE (GRITTING HER TEETH) I'm sure she is. REMO (NERVOUSLY) Oh, dear, these knives, they’'re dirty. Let me get them off the table... AS REMO QUICKLY CLEARS ALL THE KNIVES, WE: 42

SCENE M INT. CAROLINE'S LOFT - NIGHT THE ROOM IS DARK. THE CAT WALKS ACROSS THE TABLE. THERE’'S THE SOUND OF A KEY IN THE DOOR. RICHARD ENTERS CARRYING A PORTFOLIO. SALTY MEOWS. RICHARD Right, that’ll scare burglars. HE OPENS HIS PORTFOLIO, TAKES THE COLORED STRIP QUT, AND PUTS IT ON THE DRAFTING TABLE. THE CAT CONTINUES TO STARE AT HIM. RICHARD (CONT'D) (RE THE PANELS) Don’'t even think of going near this. THE CAT JUMPS ON THE DRAFTING TABLE, SITS ON THE PANELS, AND LOOKS AT HIM. RICHARD (CONT'D) Very good. Thank you. HE QUICKLY GRABS CAROLINE’'S PLANT SPRAYER AND SQUIRTS THE CAT. SALTY SQUAWKS AND RUNS OFF. RICHARD CHUCKLES VICTORIOUSLY UNTIL HE NOTICES HE JUST GOT THE PANELS WET. RICHARD (CONT'’D) Geez, look what you made me do. THE PHONE RINGS, AS HE BLOTS UP THE WATER. THE MACHINE CLICKS ON. CAROLINE’S VOICE ON MACHINE Caroline. You know the drill. JEFF’S VOICE ON MACHINE Caroline? This is Jeff Gault, from the street. (MORE) 43

THE SOUND OF JEFF'S VOICE ON MACHINE (CONT'D) (WHISPERED) Listen, something came up and I can’'t meet you. I tried reaching you at Remo'’s but -- ANOTHER EXTENSION BEING PICKED UP. WOMAN'’S VOICE ON MACHINE Jeffrey, who are you on the phone with? JEFF’'S VOICE I'm calling "time." WOMAN’S VOICE It better not be one of your tramps! JEFF'S VOICE Susan, just hang up! (WHISPERING) Gotta go -- call you. DIAL TONE. THE PHONE MACHINE CLICKS OFF. RICHARD, AMUSED, LOOKS AT THE PHONE MACHINE, THEN AT SALTY. RICHARD You think she’d mind if I played that back just one more time? 44

SCENE P IMATI WE SEE A CARTOON DEL STANDING AT A TABLE WITH AN INFANT GIRL WHO'S PLAYING WITH A RATTLE. A MAITRE D’ IS SEATING THEM. CARTOON MAITRE D’ And will you need a booster seat for the young lady? DISSOLVE TO: INT, REMO'S - LATER THAT NIGHT DEL AND DEBBY ARE AT THEIR TABLE, MID-MEAL, GIVING EACH OTHER CUTE LITTLE KISSES AND TALKING INTIMATELY AS THE VIOLINISTS PLAY FOR THEM. CAROLINE IS AT HER TABLE, DRINKING WINE, TRYING TO BALANCE A SALT SHAKER ON ITS EDGE. REMO APPROACHES. REMO Another glass of wine? CAROLINE Why the hell not. REMO (CHEERFULLY) Maybe he’s been in an accident. CAROLINE any luck. ANGLE ON CAROLINE’'S TABLE: THE VIOLINISTS COME OVER TO PLAY. CAROLINE (SHARPLY) Keep walkin’. Keep walkin’ . 45

THE VIOLINISTS MOVE ON TO ANOTHER TABLE. ANGLE ON FRONT DOOR: RICHARD ENTERS AND SEES HER. CAROLINE (CONT'D) Richard, what are you doing here? RICHARD I tried calling, but no reservation under your name. Your date’s not coming. CAROLINE What? What are you talking about? RICHARD I was at your place when he called. CAROLINE Oh, perfect, just perfect. What lame excuse did he use? RICHARD I'm sure it was going to be good, but his wife interrupted. CAROLINE NODS WITH RESIGNATION. CAROLINE His, wife, perfect... Geez, what am I, some pathetic, dysfunctional man magnet? RICHARD I'm supposed to say no, right? EYES WELL-UP.

RICHARD (CONT'D) You’'re not going to cry, are you? I don’t deal too well with crying. CAROLINE Oh, Richard, you don’t deal too well with Daylight Savings Time! DEL HAS COME OVER AND LOOKS AT RICHARD CURIOUSLY AND THEN AT CAROLINE. DEL (GIVING HIM THE ONCE-OVER) So, uh, hi. How are you? Del Kimbel. RICHARD NODS STIFFLY. CAROLINE (RESIGNED) Del, this is Richard -- RICHARD (SHAKING DEL'S HAND) -- Lobel. Caroline’s guy. HE BENDS OVER AND KISSES HER PASSIONATELY. RICHARD (CONT’D) Sorry I'm late, babe, but I was in surgery all day. That transplant took a lot longer than I thought. So, what’s good? After this after- anything but liver. Dan -- DEL Del. RICHARD Whatever. Join us. 47

DEL I've got to get back to my table. RICHARD (GLANCING OVER AT Yeah, looks like your date’s getting cold. (TO CAROLINE) That color locks so great on you. it flaxen or is it yellow? DEL (TO CAROLINE; AWKWARDLY) Well, I'll see you around. CAROLINE (CALLING AFTER HIM) Talk to you later, pal. DEL THROWS HER A LITTLE LOOK AND CROSSES AWAY. CAROLINE (CONT'D) (LAUGHING) Transplant? RICHARD I didn’t want him to think you were dating some starving artist. CAROLINE (AMAZED; TOUCHED) You are so... N RICHARD Don‘t thank me. I‘m still on the clock. 48

'S W, - ROMANTIC JAZZ FROM SOMEONE'S STEREO, AS CAROLINE AND RICHARD STEP OFF THE ELEVATOR. RICHARD IS A LITTLE TIPSY AND -- FOR HIM -- EXPANSIVE. RICHARD I thought I had it all figured out -- I'd live in Paris and paint and wait for an art critic to come by. CAROLINE So why’d you leave? RICHARD An art critic came by. CAROLINE CHUCKLES. RICHARD (CONT'D) And then Julia went back home. CAROLINE Your girlfriend? RICHARD Not girlfriend. She was a woman. An older woman, actually. Twenty- eight. CAROLINE (WRYLY) Twenty-eight, huh? Hope she got that senior citizens’ discount on the flight back.

‘) RICHARD REACHES OUT TO SHAKE HER HAND GOOD NIGHT. RICHARD Well. .. SHE HUGS HIM. LIBBY OPENS HER DOOR ACROSS THE HALL AND PQPS H QUT. LIBBY I thought I heard you two out -- (SEES RICHARD, NOT JEFF; FLUSTERED) Ah -- You and... Never mind. SHE CLOSES THE DOOR. CAROLINE Well, Richard, thanks for being there for me tonight. RICHARD (AWKWARD; GETTING FORMAL AGAIN) Yeah, well, thanks for telling me what sweetbreads were before I ordered them. JUST THEN THE ELEVATOR OPENS AND DEL OUT. DEL (AWKWARDLY) Oh, sorry. I didn't mean to interrupt. CAROLINE AND RICHARD ARE SURPRISED TO SEE HIM. RICHARD Is this a stop on some kind of tour?

DEL I called, you in, but I wanted to drop off your key -- just slide it under the door -- (TO RICHARD, POINTEDLY) I have a copy of her key -- but I can come back and give it to you later. RICHARD GLANCES QUICKLY THE TWO, SEEING THERE'S STILL SOMETHING THERE. RICHARD No, no, I'm on my way. Early surgery tomorrow. (TO CAROLINE) I'11l drop by first, to make you breakfast. SHE MOVES TO KISS HIM. RICHARD STOPS HER. RICHARD (CONT’D) No, I want to remember you just the way you are. (CLOSES HIS EYES) I don’'t want to look at anything 'til I see your face tomorrow. SHORT BEAT. HE DOESN’T KNOW WHAT TO DO NEXT. DEL ° AND CAROLINE WATCH HIM AS HE FUMBLES HIS WAY TOWARDS THE ELEVATOR AND LEAVES. RICHARD am in the elevator, aren’'t I? CAROLINE Yep. HE PUSHES SOME BUTTONS, AND THE DOORS CLOSE.

DEL (FINALLY) So, have you known him long? CAROLINE A couple of days. DEL A little young for you, don’t you think? CAROLINE Hey, I have pantyhose older than Debby! DEL Okay, okay, here’'s your key. CAROLINE Thank you. DEL (LOOKS AT HER A BEAT) I feel stupid, all right? Stupid coming by, stupid being jealous, stupid waiting here for the elevator when your moron date could be in there searching for the buttons all night. CAROLINE He's not my date, Del. He’s my new assistant, and I'll probably have to pay him overtime for tonight. 52

THE ELEVATOR DEL Oh. (SHORT BEAT) He sure threw himself into his work. CAROLINE Yeah, well, thanks for the key. And for acting jealous. DEL Acting? Aren’t you wondering why I dropped Debby off early? CAROLINE She had homework? DEL Ha, ha. Because I hated the idea of you seeing someone elsge. CAROLINE I mind you seeing someone else, it was the touching that got me -- DOOR OPENS AND MARK COMES QUT. MARK Oh, man. Del. (HAPPILY, TO BOTH OF THEM) I kpnew you two’d get back together. It was inevitable. CAROLINE (DRYLY) We'’re not back together. S3

h ) MARK (GLUMLY; WITHOUT MISSING A BEAT) I knew it. CAROLINE AND DEL WATCH, TRYING NOT TO CHUCKLE, AS MARK EXITS INTO LIBBY'S APARTMENT. DEL Can we go inside? CAROLINE NODS AND OPENS THE DOOR TO HER APARTMENT. CUT TQ: S4

y GAROLINE AND DEL ENTER. HE SEES THE CAT. DEL Hey, Salty, I missed you. ANGLE ON THE CAT, WHO MAKES NO MOVE TO GET UP. CAROLINE I think she missed you, too. DEL Look, Caroline, you know I‘m terrible with sentiments. ' CAROLINE You own a greeting card company . DEL Own! I don‘t write the damn things! But if it bothers you seeing me with someone else, and it bothers me seeing you with someone else, (SIGHS, TAKING THE LEAP) maybe we shouldn’t go to the same restaurants anymore. - CAROLINE You came all the way over here to tell me that? DEL Okay. Let’s move in together. 55

CAROLINE You're crazy. DEL Okay, that was rash, but let’'s face it, Car, there’s a spark between us -- you know it and I know it -- and sparks of something are rare. CAROLINE (KNOWING IT’S TRUE) I know, but I want sparks to be just the beginning... I deserve more. SHE OPENS THE DOOR FOR HIM. DEL Just promise me, when you put this in your comic strip -- and you will -- be kind. THEY LOOK AT EACH OTHER. THEY KISS -- A LITTLE MORE TENDERLY THAN EITHER ONE EXPECTED. DEL'S EYES CLOSE, AND CAROLINE UNCONSCIOUSLY CLOSES HER EYES, TOO. DEL OPENS HIS EYES FIRST. DEL (CONT'D) (VICTORIOUS) You closed your eyes. CAROLINE (OPENS HER EYES QUICKLY) Did not. DEL Yes, you did. CAROLINE I dozed off. 56

)) DEL (SMILING SLYLY) Sure, Caroline. AS CAROLINE CLOSES THE DOOR BEHIND HIM, WE HEAR FROM OUTSIDE THE DOOR: DEL (0.S.) (PLAYFULLY OMINOUS) She’s still mine. CAROLINE ROLLS HER EYES, THEN LOOKS AT SALTY. CAROLINE You’'re so lucky you’‘re fixed. SMASH CUT TO: ANIMATION: A DARK NEW YORK CITY STREET. A CARTOON BUSINESSMAN WALKS DOWN THE STREET, PASSING BY A CARTOON HOOKER POSING UNDER A STREETLAMP. CARTOON HOOKER #1 Hey, baby, you want a date? THE BUSINESSMAN CONTINUES ON, PASSING ANOTHER HOOKER UNDER A STREETLAMP. CARTOON HOOKER #2 Hot stuff, let’s have a date! Come on, you want a date? THE BUSINESSMAN CONTINUES ON, AND WE SEE CARTOON CAROLINE STANDING UNDER THE THIRD STREETLAMP. CARTOON CAROLINE you want a relationship? Let’s have a relationship. THE BUSINESSMAN SCREAMS AND RUNS AWAY. THE END 57