verdell!?!! here, good doggie. mr. udall. excuse me. hey there! have you seen verdell? my dog. you know. i mean my little dog with the adorable face. don't you know what my dog looks like? which color was that? frank sachs -- melvin udall. franks shows my work, mr. udall. i think you know that. do you still think i was exaggerating? you don't love anything, mr. udall. who looks up -- lights up -- and tears up as he moves quickly toward the group and his dog. thank the good lord. wow. my honey. where have you been? just for a second, okay? look at him. where was little baby? go ahead, john, you earned your fun. how did he get down in the basement? i mean even if he got on the elevator how. ? my god! no! mr. udall. mr. udall, i'd like to talk to you please. maybe this can wait. i found verdell, mr. udall. did you. do something to him? no, i didn't. no. actually, i even shut the phone off and put a little piece of cardboard in the ringer so no one can just buzz me from d. yes. it's not a subtle point you're making. so the theory of confrontations is that now he'll think twice before messing with me? he's genuinely upsetting, isn't he? sorry, i was out in the studio doing some work and i forgot about our appointment. i usually make such a big deal out of picking models but carl's so thorough. i'll bet he drove you nuts checking your references. this isn't a nude. exactly what is your previous experience? nothing. i just watch till something strikes me. do anything you think of -- try different thing. until i say, "hold that pose." then just try and comfortably hold it. no. okay. what i do is watch and wait for, um. you ever watch someone who doesn't know you're watching. an old woman on a bus, kids going to school and you see this flash come over them and you know immediately that it has nothing to do with anything external -- that it's in respond to a private thought they just had? they are just sort of realer and more alive. and when you notice it so are you. if you look at someone long enough, you discover their humanity. hold it. you can put on anything you want now. i might be sort of done here. yes. well, there's one more stage -- trying to figure out if it's any good. just a second -- he has to go. what's the matter, sweetheart? why are you doing this? i haven't looked at myself yet. i figured i could tell from your reaction. that bad, huh? jackie, will you hand me the mirror? so, what's new anyway? how's verdell? how could you do that? he'll hurt him. you are very certain my dog is okay. because you have no idea. okay, waiting gives the devil time. now! oh my. where'd i go? ummmm? could you take it just a little easy, mr. udall? thank you. verdell. sweetheart? by the way, thanks for saving me. verdell? hi, sweetheart. no. please, don't force him. sorry. what are those cards? terrify me? well, i can't reach them. here, baby. what is it, verdell?. you miss the tough guy. well, here i am, you little pissant mop, happy to see me? how about another ride down the chute? oh, god. i don't mean it, sweetheart. i'm sorry. i know. i'll be able to keep my apartment and studio, won't i?. just tell me. wow. let's use just one poor, okay? anyway, dear, thanks for everything. forgive my recent crankiness and as soon as things are on track again i'll call. what's wrong? no, no. hello?. yes. sure. finally, huh? why, "finally"? because i called you so many times. maybe carl, i need some help and you're the logical one to turn to. no! not 'cause i blame you for what happened. i hardly get how you can ever think that. no, i'm not being sarcastic. i guess because you hired the guy who did this you think. no, i am a sarcastic person. well, if you must know, the reason i said you were the logical person is because you always told me how you thought i was this great person who made you feel good about humanity and everything. you do remembering saying that? well, whew. okay, so carl. i hate asking but this money thing is ridiculously serious. "will you please loan me money? i will pay you back. i will give you whatever percentage of my income i don't absolutely need until i do. it will take a while. but i don't know what i'll do if you say". that. i understand. yes. no, i do. but you know, you know -- you didn't even ask how much, carl? well, frank has no right to discuss how much i'm in hock. no, you're right -- not the point. so. what have you been up to??? uh-huh. oh, the group show. how was it? well, i'm not surprised that there's that much talent around. great. look -- gotta go. no, you shouldn't feel that way at all. take care, you, too. you, too. good-bye. pal o' mine. thank you for walking him. if you'll excuse me i'm not feeling so well. go away. please, just leave. get out. nothing worse than having to feel this way in front of you? rot in hell, melvin. is this fun for you? well, you lucky devil. it just gets better and better. i am losing my apartment and frank wants me to promise to paint hotter subjects and to beg my parents, who haven't called, for help. and i won't. and i don't want to paint anymore. so the life i was trying for is over. the life i had is gone and i am feeling so damn sorry for myself that it is difficult to breathe. right times for you -- huh, melvin. the gay neighbor is terrified. terrified. lucky you, you're here for rock bottom. me wallowing in self-pity in front of you, you absolute horror of a human being. get out. oh, my gosh. come on, sweetheart. would you leave now, please? thanks. got any easier questions? but sick -- nauseous -- where everything looks distorted and everything inside just aches -- when you can barely get up the will to complain. so am i, frank. i, uh. i was. attacked. walked in on people robbing me. i was hospitalized. i almost died. that's very thoughtful. i'm sorry. i can't hear you. i can't turn my head all the way yet. tell her we can't hear her. do you want to know what happened with my parents? well. well, i always painted. always. and my mother always encouraged it. she was sort of fabulous about it actually. and she used to. i was too young to think there was anything at all wrong with it. and she was very natural. she used to pose nude for me. and i thought or assumed my father was aware of it. okay. well, one day my father came in on one of those painting sessions when i was nine -- and he just started screaming at her -- at us -- at evil. and. i was trying to defend my mother and make peace, in the lamest way. i said, "she's not naked -- it's art." and then he started hitting me. and he beat me unconscious. after that he talked to me less and less -- he knew before i left for college, my dad came into my room. he held out his hand. it was filled with money. a big wad of sweaty money. and he said to me, "i don't want you to ever come back." i grabbed him and i hugged him. he turns and walked out. not it at all, really. melvin. you consider your life easy. i can't, i'm exhausted. no. nervous. it would be very rough, carol, if you weren't along. ah, this is simon. i'm here in town. . and, folks, you haven't come home later than 10 in your lives. please pick up -- really. okay. i'm going to call again in the morning. i need to see you. or, at least get you to answer the phone. hello. hello??? was this supposed to be your room? can you not be violent? no!!! uh-huh. well, considering everything's horrible and tomorrow i have to face my parents. don't ask me . i'm sick of my own complaints . got to get me a new set of thoughts. how to die, mostly. good night. hold it. i've got to sketch you. i haven't even been thinking about sketching for weeks. but you're beautiful. your skin glows. that long neck -- the line of you. you're porcelain. your back goes on forever. you're classic. you're why cavemen chiseled on walls. no. no. this is great, this is so great. i can't get the angle with this cast. i just love her. how're you doing? hello, hi, mom -- i can barely hear you. do you have to whisper? no -- don't apologize -- it was the luckiest thing for all of us that you didn't answer last night. i can't hear you. okay, dear, just listen to me then. so mom. truly no grudges -- truly. a little odd that you didn't come to see me when you heard i was hurt, but the important thing i want you to know is your son is happy. i'm working again. i'll make do -- i don't want a thing. wouldn't take it if it was offered. i'll drop you a note from wherever i land and then it's up to you. i hope we patch things up but know that if we don't, i wish you both the very best. i can't hear you. you heard me, though, right? good -- take good care. 'bye. i'm going back with you. i'll take care of myself -- i know. i'm a little bit nervous. suddenly everything seems so easy. carol, a load has been lifted. you think you're kidding. another place where? i love you. let him take you home. look, i've got to get a hold of frank and see where i'm hanging my hat 'cause. what are you talking about? i know the feeling -- you feel like your ol' self again, huh? -- mommy and daddy are home. sorry. you're fun to mess with. thank you, melvin. you overwhelm me. i love you. where is my big hairy boy? verdell, sweeties? sorry, didn't know you were awake. i just thought verdell shouldn't get too used to sleeping in here 'cause then. should i get it? hello. hello. it's me. he took me in. did you know? hold on, i'll get him for you. it's carol. good luck. i'm coming. what did she say? because. . you love her? okay. you tell me why -- "you're dying here." did you like it that much? picking on me won't help. but you know where you're lucky? you know who you want. i'll take your seat any day. so do something. don't sleep on it. go over there. i don't think anybody should ever sleep on anything -- it's not always good to let things calm down. then get in your jammies and i'll read you a story. i think you've got a chance. the only real enemy you have is her ability to think logically -- the best thing you have going for you is your willingness to humiliate yourself if it gives you one chance in whatever -- so go catch her off- guard. what's wrong?