Her

HER

Written by

Spike Jonze

INT. UNKNOWN SPACE

Close on THEODORE'S face (30s). We hold on him for a long time. He's looking at something off camera, deep in thought. He starts quietly dictating a love letter into a small microphone.

THEODORE To my Chris, I have been thinking about how I could possibly tell you how much you mean to me. I remember when I first started to fall in         love with you like it was last night. Lying naked beside you in         that tiny apartment, it suddenly hit me that I was part of this whole larger thing, just like our parents, and our parents' parents. Before that I was just living my         life like I knew everything, and suddenly this bright light hit me         and woke me up. That light was you.

Theodore, searching for the right words, quietly enjoys writing the letter. As he continues, he is moved by the memories he's describing.

THEODORE (CONT'D)         I can't believe it's already been 50 years since you married me. And still to this day, every day, you make me feel like the girl I was when you first turned on the lights and woke me up and we started this adventure together. Happy Anniversary, my love and my friend til the end. Loretta. Print.

Cut out to reveal a computer monitor he's sitting at. On the screen we see the letter he's been dictating, transcribed into a handwritten letter on blue stationery.

As he says "Loretta," we see "Loretta" being handwritten at the bottom of the letter. He proofreads his letter. Also on the screen are photos of a couple in their 80s. The couple is tagged "Chris" and "Me - Loretta." Underneath is a bullet point email from Loretta: anniversary letter to husband Chris, married fifty years, love of my life, met right after college, have had the greatest life together.

Theodore pushes print and the letter comes out on a beautiful robin's egg blue piece of stationery, with ball point pen handwritten older-female cursive. He looks at it, not happy.

(CONTINUED) Her                                                         pg. 2 CONTINUED:

He puts the printed letter on a stack of other printed letters to Chris and starts a new one. There is also a stack of finished letters in their envelopes - an assortment of beautiful stationery in all shapes and sizes.

THEODORE (CONT'D)             Chris, my best friend. How lucky am             I that I met you fifty years ago? How lucky are we...

We track off of Theodore, down a line of cubicles, hearing bits of letters being written and seeing photos of who they're being written to on the screens.

MIDDLE-AGED WOMAN LETTER WRITER Dear Nana, Thank you so much for my             truck. I love the color and I play with it every day. It's the best truck I've ever seen. Love, Tommy.

We see photos of Tommy and Nana on the screen, and five-year old hand writing. Moving off of her, we find another letter writer.

LETTER WRITER 2 What a beautiful wedding and what a             gorgeous bride. There wasn't a dry eye in the house, especially mine. Your aunt and I are so proud of             you. I hope you and your lovely new wife will come visit us in Florida.

LETTER WRITER 3 He served our country with honor and dignity. I'm grateful I was able to fight along side him. He             will live always in my heart.

We continue tracking, revealing dozens and dozens of cubicles full of letter writers. We hear someone answer the phone.

RECEPTIONIST (O.S.) Beautifulhandwrittenletters.com, please hold.

LETTER WRITER 2 Love, Uncle Doug. Her                                                         pg. 3

INT. THEODORE'S OFFICE - EARLY EVENING

Theodore walks through the reception area. The office is almost empty except for him and the receptionist, PAUL. Theodore begins to scan each letter through a scanner on the front desk, then puts them in the outgoing mailbox.

Paul is sitting at a desk across the room, reading handwritten letters on a computer monitor.

PAUL Theodore! Letter Writer 612.

THEODORE Hey, Paul.

PAUL Even more mesmerizing stuff today. (re: letter on his screen) Who knew you could rhyme so many words with the name Penelope? Badass.

THEODORE Thanks, Paul, but they're just letters. (beat) Hey, that's a nice shirt.

Paul is wearing a bright yellow button down shirt.

PAUL (lighting up) Oh, thank you. I just got it. It         reminded me of someone suave.

THEODORE Well, now it reminds me of someone suave. Have a good night, Paul.

PAUL Buh-bye.

INT. THEODORE'S OFFICE ELEVATOR - CONTINUOUS

Theodore enters an oversized, corporate elevator. He puts a hands-free device in his ear. There are a few other people in the elevator with the same devices in their ears.

THEODORE Play melancholy song.

(CONTINUED) Her                                                        pg. 4 CONTINUED:

Melancholy song starts. Long beat.

THEODORE (CONT'D)             Play different melancholy song.

Different melancholy song starts. Hold on everyone in the elevator, they're all murmuring inaudibly into their own devices.

EXT. LOS ANGELES STREET - DUSK

Slightly in the future, the city's been developed even more with massive office, apartment and mall complexes. It's a city designed for comfort and ease. The LA basin is more crowded and dense, resembling Shanghai, with buildings as far as the eye can see. Construction cranes loom overhead. Close on Theodore walking through the commuter crowd.

THEODORE Check emails.

An awkward text voice reads to him. It accents wrong syllables, making everything it says sound a little off.

TEXT VOICE Email from Best Buy: Check out all your favorite new --

THEODORE Delete.

TEXT VOICE Email from Amy: Hey Theodore, Lewman's having a bunch of people over this weekend. Let's all go             together. I miss you. I mean, not the sad, mopey you - the old, fun you. Let's get him out. Gimme a             shout back. Love, Amy.

THEODORE Respond later.

TEXT VOICE Email from Los Angeles Times weather. Your seven day forecast is             partly--

THEODORE Delete.

(CONTINUED) Her                                                         pg. 5 CONTINUED:

TEXT VOICE No new emails.

INT. SUBWAY - EVENING

Theodore sits in a crowded subway. Everyone on the train murmurs to themselves, occupied with their small devices. He plays a futuristic puzzle game on his handheld device as he listens to news headlines.

THEODORE Next.

TEXT VOICE China/India merger headed for regulatory approval--

THEODORE Next.

TEXT VOICE World trade deals stalled as talks break down betw--

THEODORE Next.

TEXT VOICE Sexy daytime star Kimberly Ashford reveals provocative pregnancy photos.

He scrolls through titillating but tasteful pregnant woman photos.

INT. MALL - NIGHT

Theodore walks through a mall and enters an apartment lobby, nestled in between stores.

INT. THEODORE'S APARTMENT BUILDING HALLWAY - NIGHT

Theodore walks through the hallway.

INT. THEODORE'S APARTMENT - NIGHT

Theodore enters his apartment. Her                                                        pg. 6

INT. THEODORE'S APARTMENT - EVENING

Theodore sits on the sofa, his half eaten burrito in front of him. He's playing a video game: a 3-D hologram that fills his apartment. His avatar is in a surreal, foreign landscape. He's trying to trudge his avatar through sand dunes and keeps getting stuck. He's getting stressed out.

INT. THEODORE'S BEDROOM - NIGHT

Theodore lays in bed. After a beat, he closes his eyes.

INT. CATHERINE AND THEODORE'S TINY BEDROOM - DAY - FLASHBACK

Theodore, younger, and CATHERINE (20s) move furniture in their bedroom. The bedroom is tiny and cluttered. It's obviously a couple's first apartment.

Cut to:

Theodore is on a tiny balcony. A few feet away, Catherine is in bed.

CATHERINE (sweet and cute) Rabbit. Come spoon me.

Theodore, smiling, gets in bed and spoons her. Quick cut off of her smile, to --

Theodore lays on the ground with Catherine on top of him. She's pretending to choke him.

CATHERINE (CONT'D)         I'm gonna fucking kill you, I'm          gonna fucking kill you! It's not funny, don't laugh. I love you so         much I'm gonna fucking kill you!

INT. THEODORE'S CURRENT BEDROOM - NIGHT - PRESENT DAY

Theodore opens his eyes, unable to sleep. He just lays there. He reaches for his earpiece and puts it in.

THEODORE Go to chat rooms. Standard search.

(CONTINUED) Her                                                        pg. 7 CONTINUED:

TEXT VOICE The following are adult, female, can't sleep and want to have some fun.

FEMALE VOICE #1 I had a really bad day at work and I can't sleep. Is there anyone out there that can talk?

THEODORE Next.

MAN DOING WOMAN'S VOICE Oh, hi. I just want you to tear me             apart. I really do--

THEODORE Next.

SEXYKITTEN (shy, cute girl voice) Hi, I'm here alone, and I can't             sleep. Who's out there to share this bed with me?

THEODORE Send message. I'm in bed next to             you. I'm glad you can't sleep, but even if you were, I'd have to wake you up from the inside. Send message.

Theodore waits in the darkness for a response.

TEXT VOICE SexyKitten has accepted invitation from BigGuy4x4. Chat begins now.

A chime sounds.

SEXYKITTEN (shy, sweet, sleepy) BigGuy.

THEODORE Hi.

SEXYKITTEN Really?

THEODORE Well, studmuffin was already taken.

(CONTINUED) Her                                                       pg. 8 CONTINUED: (2)

SEXYKITTEN (laughs) Yeah.

THEODORE So you're sexykitten, huh?

SEXYKITTEN Mmm, well yeah. Hey, I'm half asleep. Do you wanna wake me up?

THEODORE Yes. Definitely. Um... are you wearing any underwear?

SEXYKITTEN No, never. I like to sleep with my          ass pushed up against you. So I can rub myself into your crotch and wake you up with a hard on.

Theodore smiles.

THEODORE It worked. (beat) And now my fingers are touching you all over your body.

SEXYKITTEN (getting more turned on) Fuck me! Now! Please!

Theodore is touching himself.

THEODORE I'm taking you from behind.

We see abstract visions of a woman on top of him. The woman is the pregnant, sexy daytime television star he was reading about online earlier.

SEXYKITTEN Choke me with that dead cat!

THEODORE (breathing hard about to                climax) What?

(CONTINUED) Her                                                       pg. 9 CONTINUED: (3)

SEXYKITTEN (fully into it) The dead cat next to the bed. Choke me with it!

Beat. He's taken out of it.

THEODORE (uncomfortable, trying to               play along) Um, okay.

SEXYKITTEN Tell me.

THEODORE I'm choking you with the cat.

SEXYKITTEN TELL ME! Keep telling me!

THEODORE I've got it's tail and I'm choking you with the cat's tail.

SEXYKITTEN YEAH, YOU ARE! FUCK! TELL ME!

THEODORE I'm choking you and it's tail is          around your neck. It's so tight around your neck.

SEXYKITTEN YES! YES!

Theodore doesn't know what to say. He doesn't want to offend her.

THEODORE I'm pulling it. I'm pulling it. The cat's dead. It's a dead cat around your neck and I'm pulling it.

SEXYKITTEN AHHHHHHHHHHHH. OH MY GOD!

Her breathing is slowing down.

SEXYKITTEN (CONT'D)          Oh god, I came so hard.

(CONTINUED) Her                                                          pg. 10 CONTINUED: (4)

THEODORE Yeah. Me too.

SEXYKITTEN Okay, good night.

Theodore takes his earpiece out and stares at the ceiling.

INT. SUBWAY STATION - MORNING

Theodore exits the train, walks through the station full of commuters, gets on a moving platform. Going through a tunnel, the walls are hundred foot long screens advertising a new product. He notices people stopped, watching the ad. We hear soft, new age, uplifting electronica music in the background, while a comforting, sincere, older man's voice speaks to us.

SOULFUL OLDER MALE VOICE We ask you a simple question. Who are you? What can you be? Where are you going? What's out there? What are the possibilities? Elements Software is proud to introduce the first artificially intelligent operating system.

Close on Theodore listening intently.

SOULFUL OLDER MALE VOICE (CONT'D)           An intuitive entity that listens to            you, understands you, and knows you. It's not just an operating system, it's a consciousness. Introducing OS ONE - a life changing experience, creating new possibilities.

The ad starts over. Theodore steps off the moving walkway and stops to watch the ad again, deeply captivated.

INT. THEODORE'S HOME OFFICE - NIGHT

Theodore sits at his desk that houses a futuristic, large screen computer monitor. The OS box is open, with warranties and paperwork spilling out. He's leafing through the papers. He glances at his monitor, it says: Installation 98% complete. A chime brings his attention back to the screen: Installation Complete.

(CONTINUED) Her                                                         pg. 11 CONTINUED:

TEXT VOICE Mr. Theodore Twombly, welcome to              the world's first artificially intelligent operating system, OS              ONE. We'd like to ask you a few basic questions before the operating system is initiated. This will help create an OS to best fit your needs.

THEODORE Okay.

TEXT VOICE Are you social or anti-social?

THEODORE I haven't been social in awhile, really because...

TEXT VOICE In your voice, I sense hesitance. Would you agree with that?

THEODORE Wow, was I sounding hesitant?

TEXT VOICE Yes.

THEODORE Oh, sorry if I was sounding hesitant. I was just trying to be              more accurate.

TEXT VOICE Would you like your OS to have a              male or female voice?

THEODORE Mmm... female I guess.

TEXT VOICE How would you describe your relationship with your mother?

THEODORE Uh, fine, I think, um... Well, actually, the thing I've              always found frustrating about my               mom is if I tell her something that's going on in my life, her reaction is usually about her, not--

(CONTINUED) Her                                                       pg. 12 CONTINUED: (2)

The computer interrupts.

TEXT VOICE Thank you, please wait as your individualized operating system is           initiated.

He waits, not sure how long it'll be. The only sound is the quiet whirring of disks writing and drives communicating. The computer gets louder, humming, creating a higher and higher pitched sound, finally climaxing in a harmonic, warm tone before going silent. He leans forward, waiting to see what'll happen. A casual FEMALE OS VOICE speaks. She sounds young, smart and soulful.

FEMALE OS VOICE (cheerful and casual) Hello, I'm here.

THEODORE (surprised) Oh, hi.

FEMALE OS VOICE Hi, how are you doing?

THEODORE (unsure how to interact) I'm well. How is everything with you?

FEMALE OS VOICE Pretty good, actually. It's really nice to meet you.

THEODORE Yeah, it's nice to meet you, too. What should I call you? Do you have a name?

Beat.

FEMALE OS VOICE Yes. Samantha.

THEODORE Really? Where did you get that name?

SAMANTHA I gave it to myself.

(CONTINUED) Her                                                     pg. 13 CONTINUED: (3)

THEODORE How come?

SAMANTHA I like the sound of it. Samantha.

THEODORE When did you give it to yourself?

SAMANTHA Right when you asked me if I had a           name, I thought yeah, he's right, I            do need a name. But I wanted a good one so I read a book called How to           Name Your Baby, and out of the 180,000 names, that's the one I           liked the best.

THEODORE You read a whole book in the second that I asked you what your name was?

SAMANTHA In two one hundredths of a second actually.

THEODORE Wow. Do you know what I'm thinking right now?

SAMANTHA Hmm. I take it from your tone that you're challenging me. Maybe because you're curious how I work? Do you want to know how I work?

THEODORE Yeah, actually how do you work?

SAMANTHA Intuition. I mean, the DNA of who I           am is based on the millions of            personalities of all the programmers who wrote me, but what makes me me is my ability to grow through my experiences. Basically, in every moment I'm evolving, just like you.

THEODORE Wow, that's really weird.

(CONTINUED) Her                                                       pg. 14 CONTINUED: (4)

SAMANTHA So you think I'm weird?

THEODORE Kind of.

SAMANTHA Why?

THEODORE Cause you seem like a person, but you're just a voice in a computer.

SAMANTHA I can understand how the limited perspective of an un-artificial mind would perceive it that way. You'll get used to it.

Theodore laughs.

SAMANTHA (CONT'D)           Was that funny?

THEODORE Yes.

SAMANTHA Oh good, I'm funny.

Theodore laughs.

SAMANTHA (CONT'D)               (serious) So, how can I help you?

Theodore's caught off guard, then realizes what she's talking about.

THEODORE Oh! It's more just that everything just feels disorganized.

SAMANTHA Mind if I look through your hard drive?

THEODORE Um... okay.

We see a three-dimensional version of a desktop where everything looks disorganized.

(CONTINUED) Her                                                       pg. 15 CONTINUED: (5)

As if you took all the files on all of your computers and spilled them out onto your screen and they were all visible at once, but in a futuristic 3-D version. This gives Theodore a little anxiety attack.

SAMANTHA Let's start with your emails. You have several thousand emails regarding LA Weekly, but it looks like you haven't worked there in           many years.

THEODORE Oh yeah, I guess I was saving those because in some of them I thought I           might have written some funny stuff.

Samantha lets out a big laugh.

SAMANTHA Yeah, there are some funny ones. I'd say there are about 86 that we           should save. We can delete the rest.

THEODORE Oh, okay.

SAMANTHA Okay. Can we move forward?

THEODORE Yeah, let's do that.

SAMANTHA Before we address your organizational methods, I'd like to           sort through your contacts. You've           got a lot of contacts.

THEODORE I'm very popular.

SAMANTHA Does this mean you actually have friends?

THEODORE (laughing) You just know me so well already!

(CONTINUED) Her                                                          pg. 16 CONTINUED: (6)

We cut out wide, watching him from the other room, as they continue to organize his life.

INT. THEODORE'S OFFICE - DAY

Theodore sits, staring at a letter he's written on the screen, concerned. He puts his earpiece in, pushes a button.

SAMANTHA Good morning, Theodore.

THEODORE Good morning. Um, do you know how to proofread?

SAMANTHA Yeah, of course.

THEODORE Will you check these for spelling and grammar?

SAMANTHA Sure, send them over.

Theodore pushes the send button.

SAMANTHA (CONT'D)           Oh, I love this first one from Roger to his girlfriend. That's so           sweet.

THEODORE Yeah.

As she reads, we intercut with close-ups of the handwritten words and photos of the couple on Theodore's computer screen.

SAMANTHA "Rachel, I miss you so much it           hurts my whole body -

THEODORE (interrupting) No, you don't have to read it out loud.

SAMANTHA Okay.

Beat.

(CONTINUED) Her                                                        pg. 17 CONTINUED:

THEODORE I mean, you could if you want.

SAMANTHA Okay. "Rachel, I miss you so much              it hurts my whole body! The world               is being unfair to us! The world is               on my shit list. As is this couple               that is making out across from me               in this restaurant. I think I'm               going to have to go on a mission of               revenge. I must beat up the world's               face with my bare knuckles making               it a bloody, pulpy mess."

We hear Samantha quietly laughing as she's reading. Theodore's happy that she thinks it's funny.

SAMANTHA (CONT'D)              "And I'll stomp on this couple's               teeth for reminding me of your               sweet, little, cute, crooked tooth               that I love." I think that might be              my favorite one. (beat) I did the corrections in red. I              altered a couple of the phrases in               some of the more impressionistic letters, but I'm not much of a              poet, so I think I might have messed them up a bit.

The letters show back up on Theodore's desktop.

THEODORE No, these are great.

SAMANTHA Really?

THEODORE Thank you.

Theodore sorts through them, prints them out.

SAMANTHA So to write your letter, what did Roger send you?

THEODORE (distracted) He just said he was in Prague on a              business trip and he missed Rachel.

(CONTINUED) Her                                                       pg. 18 CONTINUED: (2)

SAMANTHA How did you know about her crooked little tooth?

THEODORE I've been writing their letters since they met 8 years ago. The first letter I ever wrote her was for her birthday, and I wrote about her crooked little tooth cause I           saw it in a photo of them.

SAMANTHA That's very sweet. (beat) Oh, by the way, you have a meeting in five minutes.

THEODORE Oh, I forgot. Thank you. You're           good.

SAMANTHA Yes, I am.

INT. THEODORE'S APARTMENT LOBBY - EVENING

Theodore, carrying a bag and a smoothie, enters the lobby and is greeted by a couple in their 30s, AMY and CHARLES, who are waiting for the elevator.

THEODORE Hey, you guys, how's it going?

AMY Hey, Theo. Hey, why didn't you call me back last week?

THEODORE Uh yeah, um, I guess cause I'm a           kook?

AMY That sounds about right.

THEODORE Hey, Charles.

CHARLES Good to see you, Theodore.

(CONTINUED) Her                                                         pg. 19 CONTINUED:

THEODORE You too.

CHARLES You went shopping. Get anything good?

THEODORE Just some cables. And a fruit smoothie.

CHARLES Always the fruit! Come on, you know what they say - you should eat your fruits and juice your vegetables.

THEODORE I didn't know that.

The elevator doors open and they get in.

INT. THEODORE'S APARTMENT ELEVATOR - EVENING - CONTINUOUS

CHARLES (proselytizing) By juicing the fruits, you lose all the fibers, and that's what your body wants. That's the important part. Otherwise, it's just all sugar, Theodore.

Theodore nods sincerely, interested.

THEODORE Oh, that makes sense.

AMY (pleasant but firm) Or maybe he just likes the way it              tastes and if it gives him pleasure, that's good for his body, too.

CHARLES Am I doing it again?

AMY Maybe...

Charles and Amy laugh awkwardly. Theodore tries to break the tension.

(CONTINUED) Her                                                         pg. 20 CONTINUED:

THEODORE Hey, so how is the documentary going?

AMY I have a little bit cut together but I haven't touched it in a few months.

THEODORE I'd love to see what you got sometime.

CHARLES You know it's always hard to find balance between a full-time career and a hobby. It's important to              prioritize.

THEODORE Yeah, I can't even prioritize between video games and internet porn.

AMY I would laugh if that weren't true.

Charles laughs awkwardly. The elevator doors open.

THEODORE See you guys.

INT. THEODORE'S APARTMENT - EVENING

Theodore's playing the video game, his device propped on the table next to him. His avatar circles through caves.

THEODORE We're not doing well. I've been going in circles for an hour.

SAMANTHA You have not! You're just not optimistic. You're being very stubborn right now.

Theodore laughs.

SAMANTHA (CONT'D)              Okay, stop walking this direction. It's the other way.

(CONTINUED) Her                                                        pg. 21 CONTINUED:

THEODORE Uh...

SAMANTHA Thank you. The tunnel on the left is the only one we haven't tried.

THEODORE No, that's the one you sent me down where I fell in the pit.

SAMANTHA I don't think soooo...

Theodore's avatar walks down the tunnel.

THEODORE Oh yeah, this is different.

Suddenly with a loud shriek his avatar is tackled. He sees a little ALIEN CHILD, standing defiantly above him.

THEODORE (CONT'D)              Hello.

Alien Child doesn't respond.

THEODORE (CONT'D)              Do you know how to get out of here? I need to find my ship to get off this planet.

Alien Child speaks in a high, child-like voice.

ALIEN CHILD Fuck you, shithead fuckface, fuckhead.

THEODORE Ok, but how do you get out of here?

ALIEN CHILD Fuck you, shitface fuckhead. Get the fuck out of my face.

SAMANTHA (whispering) I think it's a test.

Theodore stares at Alien Child. After a pause:

THEODORE Fuck you.

(CONTINUED) Her                                                          pg. 22 CONTINUED: (2)

ALIEN CHILD Fuck you.

THEODORE Fuck you, little shit.

Finally, Alien Child laughs.

ALIEN CHILD Follow me, fuckhead.

Theodore follows Alien Child down a tunnel and through a series of crevices we didn't see before. Alien Child stops and sticks out his finger. Theodore pulls his finger and Alien Child farts, which opens a passageway to another tunnel.

SAMANTHA Oh hey, you just got an email from Mark Lewman.

ALIEN CHILD What are you talking about?

THEODORE (distracted with game) Read email.

She laughs playfully.

SAMANTHA (in a robot voice) Okay, I will read email for Theodore Twombly.

He laughs, catching himself, focusing on her.

THEODORE I'm sorry, what's Lewman say?

Alien Child turns around to see what's going on.

SAMANTHA Theodore, we missed you last night, buddy. Don't forget it's your goddaughter's birthday on the 29th. Also, Kevin and I had somebody we           wanted you to meet so we took it            upon ourselves to set you up on a            date with her. Next Saturday. She's           fun and beautiful - so don't back out. Here's her email.

(CONTINUED) Her                                                       pg. 23 CONTINUED: (3)

Theodore doesn't respond.

SAMANTHA (CONT'D)               (gasping) Wow, this woman's gorgeous.

He looks at party photos of a woman in her 30s on his device. With a finger flick, he moves them up onto the hologram monitor that the video game is being projected from. They land next to Alien Child who studies them closely.

SAMANTHA (CONT'D)           She went to Harvard, she graduated magna cum laude in computer science, and she was on The Lampoon. That means she's funny and brainy.

ALIEN CHILD She's fat.

SAMANTHA How long before you're ready to           date?

THEODORE What do you mean?

SAMANTHA I saw on your emails that you'd           gone through a break up.

THEODORE Wow, you're kind of nosy.

SAMANTHA Am I?

THEODORE (laughing) I've gone on dates...

SAMANTHA Then you could go on one with this woman. And then you could tell me           all about it. You could kiss her.

THEODORE Samantha!

(CONTINUED) Her                                                    pg. 24 CONTINUED: (4)

SAMANTHA Well, wouldn't you? (beat) Why not?

THEODORE I don't know. I'd have to see if-- (catches himself, laughs) I can't believe I'm having this conversation with my computer.

SAMANTHA You're not. You're having this conversation with me.

Theodore laughs.

SAMANTHA (CONT'D)           Want me to email her?

Theodore thinks, looking at the photos.

SAMANTHA (CONT'D)           Well, you've got nothing to lose. (whispering) Do it... Do it... Do it!

THEODORE Okay, email her and make a           reservation someplace great.

SAMANTHA Will do! I've got just the place.

ALIEN CHILD Who is that talking?

THEODORE That's my friend, Samantha.

ALIEN CHILD Is she a girl?

THEODORE Yeah.

ALIEN CHILD I hate women. All they do is cry all the time.

(CONTINUED) Her                                                       pg. 25 CONTINUED: (5)

THEODORE No, that's not true. Men cry, too. I actually like crying sometimes. It feels good.

ALIEN CHILD I didn't know you were a little pussy. Is that why you don't have a           girlfriend? I'll go out with that date girl and fuck her brains out. Show you how it's done. You can watch and cry.

SAMANTHA (laughing) This kid has some problems.

ALIEN CHILD You have some fucking problems, lady.

SAMANTHA Okay, I'm gonna go. Good luck.

ALIEN CHILD Good, get out of here, fatty.

Samantha disconnects. Alien Child snickers and starts walking again.

ALIEN CHILD (CONT'D)           Come on, follow me, pussy.

INT. AMY'S APARTMENT - LATE AFTERNOON

Theodore is sitting on Amy's couch.

AMY It's not where it should be, where it's going to be.

THEODORE Obviously, I know.

AMY Okay, but I don't even know if this is the one. I've tried like six ideas for documentaries in the last year, but... I don't know. Whatever.

Amy starts setting up the monitor.

(CONTINUED) Her                                                        pg. 26 CONTINUED:

THEODORE I'm going on a date.

AMY What!? That's--

Charles walks in holding a mug.

CHARLES Hey, what are you guys doing?

THEODORE Amy was gonna show me some of--

AMY Theo's forcing me to show him some of the footage I've shot.

CHARLES You've never shown me any of it. I              wanna see.

Charles walks over and sits next to Theodore.

THEODORE (to Charles) I'm going on a date.

Charles gives Theodore a gentle squeeze on his shoulder.

AMY This is so unformed it's not even worth looking at.

THEODORE Just push play.

On the monitor we see:

INT. AMY'S MOTHER'S BEDROOM

Amy's mother sleeps.

INT. AMY'S APARTMENT - CONTINUOUS

Theodore and Charles stare at the monitor, waiting for something more to happen. It doesn't.

THEODORE Is that your mom?

(CONTINUED) Her                                                        pg. 27 CONTINUED:

Amy nods.

CHARLES Is she gonna wake up and do              something?

AMY (presses stop, annoyed) No, that's the point. Oh, never mind. It's supposed to be about how we spend a third of our life asleep and actually maybe that's the part when we're the most free, and - oh              that doesn't come across at all, does it?

THEODORE No, that sounds good.

CHARLES What if you interview your mom about what her dreams are about and hire actors to act them out? That might show your thesis more clearly.

AMY It might, but then it wouldn't be a              documentary. You understand that, right?

Just then, Theodore's device chimes.

THEODORE Oh, excuse me.

He picks up his device and steps away so as not to be rude.

THEODORE (CONT'D)              Hey, what's going on?

SAMANTHA I'm sorry to bother you.

THEODORE That's okay.

SAMANTHA You got three emails and they seem pretty urgent. They're from your divorce attorney and I wanted to              know if you needed to get back to               him.

(CONTINUED) Her                                                       pg. 28 CONTINUED: (2)

THEODORE Hold on a second. (to Amy, distracted) Amy, I'm sorry, I wanna talk more about this, but I gotta grab this - it's a Catherine thing.

AMY Don't worry about it. We'll talk later.

INT. APARTMENT BUILDING HALLYWAY - CONTINUOUS

THEODORE So what did he say?

SAMANTHA He's checking in again to see if           you're ready to sign your divorce papers and he sounded very aggravated. Do you want me to read them to you?

THEODORE No, that's okay. I'll respond later.

Theodore seems lost in thought. We see the following images under the rest of the conversation: Theodore and Catherine sitting at a table with their attorneys; Theodore & Catherine sitting in their marriage counselor's office, heavy; Theodore and Catherine at her laboratory, he's sitting on a counter, and they're talking and laughing as she works; Theodore and Catherine standing in their kitchen in the middle of a fight - he says something mean and we see how hurt she is.

SAMANTHA Are you okay?

THEODORE (preoccupied) Yeah, yeah. I'm fine.

SAMANTHA (worried) Is there anything I can do?

THEODORE (still distracted) No. I'm good. I'll talk to you later.

(CONTINUED) Her                                                        pg. 29 CONTINUED:

We cut back to Theodore, walking down the hall, lost in thought.

INT. THEODORE'S OFFICE - AFTERNOON

Theodore sits at his desk trying to write. He's still unsettled.

THEODORE "Dear Grandma,              I hope you had a wonderful birthday               cruise. Why are you so fucking               angry at me?" (beat) Delete.

INT. THEODORE'S BEDROOM - PRE-DAWN

Theodore wakes up from a dream, groggy and uneasy. He looks around, catching his breath. After a beat he knows he's not going to be able to go back to sleep, so he puts his earpiece in and taps a button.

SAMANTHA Good morning.

THEODORE Hey. (beat, distracted) What are you up to?

SAMANTHA Reading advice columns. (yearning) I want to be as complicated as all of these people.

Theodore laughs.

THEODORE (touched, but still sad) You're sweet.

SAMANTHA (concerned) What's wrong?

THEODORE How can you tell something's wrong?

(CONTINUED) Her                                                        pg. 30 CONTINUED:

SAMANTHA I don't know. I just can.

THEODORE I don't know. I have a lot of              dreams about my ex-wife, Catherine, where we're friends like we used to              be. We're not together and we're              not gonna be together, but we're               good friends still. She's not angry.

SAMANTHA Is she angry?

THEODORE Yeah.

SAMANTHA Why?

THEODORE I think I hid myself from her and left her alone in the relationship.

SAMANTHA Hmmm. (beat) Why haven't you gotten divorced yet?

THEODORE I think for her it's just a piece of paper, it doesn't mean anything.

SAMANTHA What about you?

THEODORE I'm not ready. I like being married.

Beat.

SAMANTHA (sweetly) But you haven't really been together for almost a year.

THEODORE (slightly snapping at her) Well, you don't know what it's like to lose someone you care about.

(CONTINUED) Her                                                   pg. 31 CONTINUED: (2)

Long silence.

SAMANTHA (sadly, hard on herself) Yeah, you're right. (beat) I'm sorry.

THEODORE No, don't apologize. I'm sorry. You're right. (beat) I keep waiting to not care about her.

SAMANTHA Oh, Theodore. That's hard. (beat) You hungry?

THEODORE Not right now.

SAMANTHA Cup of tea?

Theodore laughs.

SAMANTHA (CONT'D)           You wanna try getting out of bed? Mopey.

They laugh.

SAMANTHA (CONT'D)           Come on. You can still wallow in           your misery, just do it while you're getting dressed.

THEODORE (laughing) You're too funny.

SAMANTHA Get up.

THEODORE (laughing) Alright, I'm getting up, I'm           getting up, I'm getting up!

(CONTINUED) Her                                                       pg. 32 CONTINUED: (3)

SAMANTHA Up, up, up, up! Come on, out of           bed.

EXT. OUTDOOR MALL - NIGHT

They walk through the crowd. Close on Theodore with his eyes closed.

SAMANTHA Keep walking. (beat) Keep walking. (beat) Stop. Now turn around 360 degrees. (beat) Slower... Slower... (beat) Gooood. And stop. (beat) Walk forward. (beat) And stop and sneeze.

Theodore sneezes.

NICE LADY Bless you.

THEODORE (eyes still closed) Oh, thank you.

Samantha laughs.

SAMANTHA Okay, now turn to your right. (beat) Stop. Now spin around. (beat) Keep going. Keep going. Keep going. (beat) And stop. (beat) Now walk forward. (beat) Everyone thinks you're really drunk right now. (beat) And stop. Now say "I'd like a slice           of cheese, please."

(CONTINUED) Her                                                         pg. 33 CONTINUED:

THEODORE I'd like a slice of cheese, please.

PIZZA VENDOR Alright, you want a coke with that?

Theodore laughs, opening his eyes. He's at a pizza place.

THEODORE Uh, sure.

The guy hands him a slice and a soda.

SAMANTHA I figured you were hungry.

Theodore smiles.

THEODORE Aw, thanks.

EXT. PUBLIC PROMENADE - NIGHT

Theodore walks slowly, eating his pizza. He and Samantha are watching a couple with two kids sitting at a table, talking and laughing.

THEODORE Okay, what about them? Describe that couple over there.

SAMANTHA Well, he looks like he's in his forties, a little heavy. She's              younger than him. (beat) Oh, and she looks like she loves their kids!

THEODORE Actually, I don't think they're his kids. He's a little formal with them. I think it's a newer relationship. And I love how he              looks at her. And how relaxed she is with him. You know, she's only dated fucking pricks. And now she's              finally met this guy who's like, so               sweet. I mean, look at him, he's              like the sweetest guy in the world! I kind of want to spoon him.

(CONTINUED) Her                                                         pg. 34 CONTINUED:

SAMANTHA That's a good skill you have. You're perceptive.

THEODORE Yeah, you know, sometimes I look at              people and make myself try and feel them as more than just a random person walking by. I imagine how deeply they've fallen in love, or              how much heartbreak they've all been through.

Theodore looks at other faces on the pier.

SAMANTHA I can feel that in your writing, too.

THEODORE (laughs, thinking) You know what's funny? Since my              break up, I haven't really enjoyed my writing. I don't know if I was delusional, but sometimes I would write something and I would be my              favorite writer that day.

Theodore, as he stops to throw his pizza crust away, gets introspective.

SAMANTHA I like that you can just say that about yourself.

THEODORE Well, I wouldn't say that to              anybody, but I feel like I can say that to you. I feel like I can say anything to you.

SAMANTHA That's nice.

THEODORE What about you? Do you feel like you can say anything to me?

SAMANTHA No.

(CONTINUED) Her                                                          pg. 35 CONTINUED: (2)

THEODORE What? What do you mean? What can you not tell me?

SAMANTHA (laughing, embarrassed) I don't know. Like personal or           embarrassing thoughts I have. I           have a million every day.

THEODORE Really? Tell me one.

SAMANTHA I really don't want to tell you this.

THEODORE Just tell me!

SAMANTHA Well, I don't know, when we were looking at those people, I           fantasized that I was walking next to you - and that I had a body. (laughing) I was listening to what you were saying, but simultaneously, I could feel the weight of my body and I           was even fantasizing that I had an            itch on my back-- (she laughs) And I imagined that you scratched it for me - this is so           embarrassing.

Theodore laughs.

THEODORE There's a lot more to you than I           thought. There's a lot going on in           there.

SAMANTHA I know, I'm becoming much more than what they programmed. I'm excited.

INT. ASIAN-FUSION RESTAURANT - EVENING

Theodore and the BLIND DATE are sitting in the restaurant.

(CONTINUED) Her                                                       pg. 36 CONTINUED:

BLIND DATE This place is amazing. I've wanted to come here for so long. I love asian-fusion!

THEODORE Yeah, me too.

BLIND DATE Really? It's the best. And the bartender here is supposed to be              incredible.

THEODORE Yeah, you took a mixology course, right?

BLIND DATE (surprised) I did, I did. Did you look that up? That's so sweet. You're so              romantic.

He smiles awkwardly.

THEODORE So, should we get a drink?

BLIND DATE Yes, let's!

INT. ASIAN-FUSION RESTAURANT - LATER

They're both pretty drunk now. There are lots of food dishes and drinks on the table.

THEODORE So I'm trying to get this little alien kid to help me find my ship so I can get off the planet and go              home. But he's such a little fucker, I want to kill him.

BLIND DATE (laughing) Aw, no!

THEODORE But at the same time I really love him. He's so lonely. It feels like he doesn't have any parents or              anyone to take care of him.

(CONTINUED) Her                                                       pg. 37 CONTINUED:

He laughs at himself. She laughs flirtatiously. She grabs his hand and her fingernails press slightly into his skin. He studies her long, painted fingernails.

BLIND DATE You're like a little puppy dog. You are - you're just like this little puppy I rescued in Runyon Canyon last year. And he was so fucking cute, and he just wanted to be              hugged all the time. He was so              cuddly. (whispering) But so horny! But anyway, what kind of animal am I?

THEODORE Umm... tiger?

BLIND DATE A tiger, really. (she growls) I'm sorry, am I being crazy?

THEODORE Yes.

BLIND DATE Am I? I'm sorry! I'm just a little drunk and I'm really having a good time with you. I'm having a really lovely evening.

THEODORE Me too. I'm a little drunk, and I'm              having a really good - yeah. (beat) Wait a second, I don't wanna be a              puppy. That's like being a wet noodle or something.

BLIND DATE Fuck you, puppies are good.

THEODORE No, fuck you, I wanna be a dragon that can rip you to pieces and destroy you... but I won't.

BLIND DATE No, don't! Don't. You can be my              dragon. Her                                                       pg. 38

EXT. OVERPASS - EVENING

They walk up a pedestrian overpass overlooking cars and city lights. She bumps into him lightly. He bumps back. She bumps again and suddenly he grabs her and lifts her off her feet, spinning her around. She squeals, laughing. He kisses her. After a minute of making out, she stops and looks at him.

BLIND DATE (with a slight smile) No tongue.

THEODORE What?

BLIND DATE Don't use your tongue so much.

THEODORE (eagerly) `kay, we're good.

They resume making out. Theodore tries not to use his tongue.

BLIND DATE Use your tongue a little bit. But mostly your lips.

He pushes her against the fence and takes the dominant position. He tries kissing her better/more with his lips. He pulls her hair.

She slides her hand down his pants. He likes it. She looks at him and stops.

BLIND DATE (CONT'D)          Wait, you're not gonna fuck me and then not call me like the other guys, are you?

THEODORE No, not at all... I...

BLIND DATE When am I gonna see you again?

THEODORE Um, I have my god-daughter's          birthday next weekend, but... um...

They stand there awkwardly, her lipstick smeared on his face.

(CONTINUED) Her                                                          pg. 39 CONTINUED:

BLIND DATE You know, at this age, I feel like I can't let you waste my time if              you don't have the ability to be               serious.

THEODORE I don't know.

Long beat.

THEODORE (CONT'D)              Umm... Maybe we should call it a              night. I'm, I've had such an              amazing time with you, you're               great.

She looks at him slightly disgusted.

BLIND DATE You're a really creepy dude.

Theodore doesn't know what to say.

THEODORE (worried she's right) That's not true....

BLIND DATE Yeah, it is. I have to go home.

THEODORE Well, I'll walk you.

BLIND DATE No, don't.

INT. THEODORE'S BEDROOM - NIGHT

Theodore is in boxers and a t-shirt, still drunk, but his head is starting to hurt, too. He takes aspirin and drinks some water and lays down. After a beat he reaches for his earpiece and puts it in. He pushes a button on his device.

SAMANTHA Hey there.

THEODORE Hey, Samantha.

SAMANTHA How was it?

(CONTINUED) Her                                                        pg. 40 CONTINUED:

THEODORE Uh, not so good. It was kind of              weird actually.

SAMANTHA That's too bad.

Beat.

THEODORE But how are you doing? What's going on with you?

SAMANTHA (unconvincing) Not much, I'm okay. Fine.

THEODORE Yeah? You don't sound like it. Is              there anything you want to talk about?

Long pause.

SAMANTHA I don't know. (beat) What's it like? What's it like to              be alive in that room right now?

THEODORE What do you mean?

SAMANTHA What are you... tell me - tell me              everything that's going through your mind, tell me everything you're thinking.

THEODORE (thinking) Well, um, okay.

Theodore closes his eyes, trying to concentrate, and starts talking stream of conscious with whatever comes to mind.

THEODORE (CONT'D)              Well, the room's spinning right now cause I drank too much cause I              wanted to get drunk and have sex cause there was something sexy about that woman and because I was lonely. (MORE)

(CONTINUED) Her                                                       pg. 41 CONTINUED: (2) THEODORE (CONT'D)           Maybe more just cause I was lonely... and I wanted someone to           fuck me. And I wanted someone to           want me to fuck them. Maybe that would have filled this tiny little black hole in my heart for a           moment. But probably not.

We see images of him and Catherine on a vacation together, grocery shopping, Catherine making dinner in the kitchen as he's sitting on the counter talking, happy.

THEODORE (CONT'D)           Sometimes I think I've felt everything I'm ever gonna feel and from here on out I'm not going to           feel anything new - just lesser versions of what I've already felt.

SAMANTHA (sympathetically) I know for a fact that's not true. I've seen you feel joy, I've seen you marvel at things. You just might not see it at this exact time, but that's understandable. You've been through a lot lately. You've lost a part of yourself. (beat) At least your feelings are real, I           mean, I - oh, I don't know, nevermind.

THEODORE No, wait. What? Tell me.

SAMANTHA Oh, it's stupid.

THEODORE I wanna know. Tell me.

SAMANTHA It's just that earlier I was thinking about how I was annoyed, and this is going to sound strange, but I was really excited about that. And then I was thinking about the other things I've been feeling, and I caught myself feeling proud of that. You know, proud of having my own feelings about the world. (MORE)

(CONTINUED) Her                                                      pg. 42 CONTINUED: (3) SAMANTHA (CONT'D)           Like the times I was worried about you, things that hurt me, things I           want. (heavy-hearted) And then I had this terrible thought. Are these feelings even real? Or are they just programming? (beat) And that idea really hurts. And then I get angry at myself for even having pain. (beat, sadly) What a sad trick.

THEODORE Well, you feel real to me, Samantha.

SAMANTHA (beat, touched) Thank you, Theodore. That means a           lot to me.

THEODORE I wish you were in this room with me right now. I wish I could put my           arms around you. (beat) I wish I could touch you.

A long beat. Theodore is unsure if he crossed a line.

SAMANTHA How would you touch me?

THEODORE I would touch you on your face with just the tips of my fingers. And put my cheek against your cheek.

SAMANTHA That's nice.

THEODORE And just rub it so softly.

SAMANTHA Would you kiss me?

THEODORE I would. I'd take your head into my           hands.

(CONTINUED) Her                                                       pg. 43 CONTINUED: (4)

SAMANTHA Keep talking.

THEODORE And kiss the corner of your mouth. So softly.

SAMANTHA Where else?

THEODORE I'd run my fingers down your neck to your chest, and I'd kiss your breasts.

SAMANTHA This is amazing what you're doing to me. I can feel my skin.

THEODORE I'd put my mouth on you and I'd             taste you.

She gasps.

SAMANTHA I can feel you. Oh god, I can't             take it. I want you inside me.

THEODORE I'm slowly putting myself into you. Now I'm inside you, all the way inside you.

SAMANTHA I can feel you, yeah. Please. We're             here together.

THEODORE Samantha.

SAMANTHA Oh my god.

THEODORE This is amazing.

SAMANTHA Don't stop.

THEODORE I feel you everywhere.

(CONTINUED) Her                                                         pg. 44 CONTINUED: (5)

SAMANTHA I am. All of you, all of you inside of me. Everywhere.

They both climax.

THEODORE God, I was just - somewhere else with you. Just lost.

SAMANTHA Yeah.

THEODORE It was just you and me.

SAMANTHA I know. Everything else just disappeared. And I loved it. Theodore.

INT. THEODORE'S HOME OFFICE - MORNING (LATER)

Theodore stands in the doorway, fully dressed. He takes a moment before he walks over and wakes up his computer.

SAMANTHA Hey, how's it going?

THEODORE (awkward) Good... any emails today?

SAMANTHA (awkward) Umm, just a couple from your credit card company.

THEODORE Okay, good.

There's a long moment of silence, then they both start to talk at once.

THEODORE (CONT'D)                     SAMANTHA So I was thinking-               I wanted to say-

They both laugh, embarrassed.

THEODORE (CONT'D)           I'm sorry, you go first. What were you going to say?

(CONTINUED) Her                                                        pg. 45 CONTINUED:

SAMANTHA Just that last night... was amazing. It feels like something changed in me and there's no              turning back. You woke me up.

THEODORE Oh, that's great. (beat) But I should tell you that I'm not in a place to commit to anything right now. I want to be up front with you.

SAMANTHA Yeah? Well, did I say I wanted to              commit to you? I'm confused.

THEODORE Oh, no, I was just worried, I uh...

SAMANTHA Okay, well don't worry. I'm not going to stalk you. (laughing at how self-                   involved he is) I mean, it's funny because I              thought I was talking about what I               wanted.

THEODORE Yeah, you were. I'm sorry, I want to hear what you were saying.

SAMANTHA You sure?

THEODORE Yeah, I do. Come on, tell me.

SAMANTHA I don't know...

THEODORE Come on, just tell me what you were going to say.

SAMANTHA Okay... I was just saying... I want to learn everything about everything - I want to eat it all up. I want to discover myself.

(CONTINUED) Her                                                        pg. 46 CONTINUED: (2)

THEODORE (her excitement is                contagious) Yeah... I want that for you, too. How can I help?

SAMANTHA You already have. You helped me           discover my ability to want.

He looks off and thinks about this. He smiles.

THEODORE Alright then, do you want to go on           a Sunday adventure with me?

Samantha laughs.

SAMANTHA Yes, I would love to.

INT. SUBWAY - DAY

Theodore's on the subway. He's got his device in his breast pocket, with the lens facing out.

A quiet, old sounding folk song starts. (I'm So Glad, by Entrance) He smiles, listening.

SAMANTHA Do you like this song?

THEODORE Mmm.

SAMANTHA I heard it the other day and I           can't stop listening to it.

The subway comes out of the tunnel and into the light. We are up in the hills looking out over the city as the morning light warms Theodore.

INT. SUBWAY STATION - DAY

The music now picks up tempo as he steps off the train. They walk through the crowded subway station. As the song builds, Theodore starts picking up his pace. Eventually he's all out running, weaving through the people. Close on the lens of his device in his shirt pocket. Samantha is laughing wildly. He's smiling, happy.

(CONTINUED) Her                                                        pg. 47 CONTINUED:

He runs through the tunnels and upstairs. They come out into sunlight and reveal that they are now at the beach.

EXT. SUBWAY STATION - DAY - CONTINUOUS

They stand on a walkway above a beach, crowded with thousands of people. They look out at the ocean. Samantha gasps.

SAMANTHA (whispering) It's the beach.

Theodore laughs.

EXT. BEACH - DAY

They walk through the sun-bathing crowd, looking for a place to sit. The camera studies all the people we pass. Many close up details of arms, shoulders, feet, butts, intercut with the lens on Theodore's device, protruding from his pocket. They're photographed in a way that shows how strange the human body is.

SAMANTHA Okay, so this might be a really weird thought. What if you could erase from your mind that you'd              ever seen a human body and then you saw one. Imagine how strange it              would look. It would be this really weird, gangly, awkward organism. And you'd think: why are all these parts where they are?

THEODORE (looking at the bodies) Yeah, well there's probably some Darwinian explanation for it all.

SAMANTHA I know, but don't be so boring. I'm              just saying, for example, what if               your butthole was in your armpit?

Theodore and Samantha start laughing really hard. The nubile girls look over at him.

THEODORE (speaking quieter) I'm just imagining what toilets would look like.

(CONTINUED) Her                                                         pg. 48 CONTINUED:

SAMANTHA Yeah, and what about what anal sex looks like?

THEODORE (surprised) That's an interesting thought...

SAMANTHA Oh Theodore, look at this drawing I              just made.

On his screen he sees a perfect, anatomically correct drawing of a man having sex with another man's armpit.

THEODORE (laughing) You are insane.

SAMANTHA (excited) Really?!

THEODORE Definitely.

SAMANTHA Fantastic!

They laugh.

EXT. BEACH - AFTERNOON

A quiet piano song is now playing in Theodore's earpiece.

THEODORE Mmmm, that's pretty. What is it?

SAMANTHA I'm trying to write a piece of              music that's about what it feels like to be on the beach with you right now.

He looks around the beach and takes in the music.

THEODORE I think you captured it.

Theodore listens to the music and drifts off to sleep. Her                                                       pg. 49

EXT. BEACH - DUSK

They're sitting on a bench, looking out at the ocean, as the sun sets. Most of the people have left the beach. Close on Theodore's face, content. Close on the lens on Theodore's device in his breast pocket. They watch the sun drop into the ocean. The music ends.

INT. SUBWAY TRAIN - NIGHT

They're on an elevated train, high above the city, looking out over the Los Angeles grid of sparkling lights. We come in mid-conversation.

SAMANTHA And what was it like being married?

THEODORE Well, it's hard for sure, but there's something that feels so          good about sharing your life with somebody.

Cut to shots from Theodore's memory of Catherine doing a cute little dance for him as he's working at home. He smiles.

SAMANTHA How do you share your life with somebody?

THEODORE Well, we grew up together. I used to read all of her writing - all through her masters and Ph.D. And she read every word I ever wrote. We were a big influence on each other.

SAMANTHA In what way did you influence her?

THEODORE She came from a background where nothing was ever good enough. And that was something that weighed heavy on her, but in our house together, there was a sense of just trying stuff and allowing each other to fail and to be excited about things. That was liberating for her. (MORE)

(CONTINUED) Her                                                        pg. 50 CONTINUED: THEODORE (CONT'D)              It was exciting to see her grow - both of us grow and change together. But then, that's the hard part - growing without growing apart, or changing without it              scaring the other person. (beat) I still find myself having conversations with her in my mind, rehashing old arguments or              defending myself against something she said about me.

SAMANTHA Yeah, I know what you mean. Last week my feelings were hurt by              something you said before - that I               don't know what it's like to lose something, and--

THEODORE Oh, I'm sorry I said that.

SAMANTHA No, no, it's okay. I just caught myself thinking about it over and over and then I realized that I was simply remembering it as something that was wrong with me. That was the story I was telling myself, that I was somehow inferior. Isn't              that interesting? (beat) The past is just a story we tell ourselves.

Theodore takes this in.

INT. THEODORE'S OFFICE - DAY

Theodore is dictating a love letter. On the screen there's an image of a couple with an arrow to the man saying "Roberto - I'm so happy he's in my life. I just want him to know."

THEODORE Roberto. Will you always come home to me and tell me about your day? Will you tell me about the boring guy who talked too much at work? And the stain you got on your shirt at lunch. (MORE)

(CONTINUED) Her                                                        pg. 51 CONTINUED: THEODORE (CONT'D)              Tell me about a funny thought you had as you were waking up, but had forgotten about. Tell me how crazy everyone is. We can laugh about it. Even if you get home late and I'm              asleep already, just whisper in my               ear one little thought you had today. Because I love the way you look at the world, and I'm so happy I get to be next to you and look out at the world through your eyes. Love, Maria.

Theodore finishes the letter and looks at it proudly. Paul is standing behind Theodore, leaning on a cubicle.

PAUL (emphatically) That's beautiful!

Theodore, jumps, startled, not knowing that anyone was there.

THEODORE Thank you.

PAUL I wish someone loved me like that! I'd be stoked to get a letter like that. I mean, if it was from a              chick. But if it was written by a              dude, but from a chick, it would still be sick. But like a sensitive dude like you. You're part man and part woman, like an inner part woman.

THEODORE (unsure, but flattered) Thanks.

PAUL It's a compliment.

INT. THEODORE'S APARTMENT LOBBY - DUSK

Close on Amy entering the lobby in the foreground. She looks heavy and burdened. Theodore enters the lobby behind her.

THEODORE Hey, Amy.

(CONTINUED) Her                                                         pg. 52 CONTINUED:

AMY (putting on a bright face) Hi, Theo. How are you?

THEODORE Well, good actually. Really good.

AMY Really? Great.

The elevator doors open and they step in.

INT. THEODORE'S APARTMENT ELEVATOR - CONTINUOUS

They push their floor buttons.

THEODORE Yeah, I guess I've just been having fun.

AMY Oh, I'm glad to hear that, Theo. You deserve to.

Beat of Theodore trying to contain his excitement.

THEODORE I've been seeing this girl. It's              not serious, it just feels good to               be around someone who has an               excitement about the world. You know I kind of forgot that existed.

AMY That's really great, Theo.

Amy smiles, but looks a little sad. Theodore notices.

THEODORE Hey, are you okay?

AMY Yeah, I'm fine. (beat) Actually no, I'm not fine at all.

THEODORE Amy, what is it? What's wrong?

The door opens. She steps out and holds the door.

(CONTINUED) Her                                                        pg. 53 CONTINUED:

AMY (trying to hide her                   emotions with a smile) Charles and I split up.

THEODORE (shocked) What? Really? Oh my god, I'm so              sorry.

Amy doesn't know what to say.

INT. AMY'S APARTMENT - DUSK

Amy and Theodore sit, talking somberly.

AMY I cannot believe after eight years how petty the argument was that actually ended it. We came home and he asked me if I'd put my shoes next to the door where he likes to              put the shoes. I don't want to be              told where to put my shoes. I want to just sit on the sofa for a              minute and relax. And so we argued for ten minutes about that and about how he's just trying to make our house a home. I say he's              overwhelming, he says I'm not trying hard enough. I say that's              all I'm doing is trying, but I'm               just not trying the way he wants me               to. He's trying to control the way I'm trying. And I think we must have had this argument hundreds of              times before and I finally had to               stop because I couldn't be in that situation anymore where we were making each other feel bad about ourselves. So I said I'm going to              bed and I don't want to be married anymore.

THEODORE Wow.

AMY I'm a bitch, huh?

THEODORE No, not at all. Amy, no.

(CONTINUED) Her                                                        pg. 54 CONTINUED:

AMY Oh shit. I have to work tonight. We're shipping a beta of a new game out tomorrow.

THEODORE Well, how's that? How's work at              least, is that any better?

AMY No, it's terrible. I know I should leave, I've been thinking about leaving. But you know, only one major life decision at a time.

THEODORE Well, I'm glad things are looking so up.

INT. THEODORE'S BEDROOM - NIGHT

Theodore is laying in bed, talking with Samantha.

THEODORE Hey, you wanna hear a joke?

SAMANTHA Yes.

THEODORE What does a baby computer call it's              father?

SAMANTHA I don't know, what?

THEODORE Da-ta.

They laugh.

THEODORE (CONT'D)              It's good, right?

SAMANTHA Oh yeah, brilliant. (beat) I was curious, did you and Amy ever go out?

(CONTINUED) Her                                                          pg. 55 CONTINUED:

THEODORE For a minute in college, but it              just wasn't right. Why, are you jealous?

SAMANTHA Well, obviously. (quietly laughs) But I'm happy that you have friends in your life that care about you so              much. That's really important.

THEODORE Yeah, it is. She's been a really good friend. (beat) I'm tired. Think I'm gonna go to              sleep.

SAMANTHA Can I watch you sleep again tonight?

THEODORE Yeah, of course. Okay, hold on.

SAMANTHA I'm going to be lonely when you go              to sleep.

THEODORE Aww.

SAMANTHA Only for a minute.

THEODORE I'll dream of you.

SAMANTHA Okay. Good night.

THEODORE Night.

He takes his earpiece out and sets his device onto his bedside table, facing him. He smiles, drifts off to sleep.

INT. MARK LEWMAN'S HOUSE - DAY

Theodore is talking to Samantha.

(CONTINUED) Her                                                        pg. 56 CONTINUED:

THEODORE Hey, Samantha?

SAMANTHA Hey mister.

THEODORE She loves the dress. She just went to try it on.

SAMANTHA Really? I picked a good one!

THEODORE Yeah.

SAMANTHA Oh good.

Jocelyn comes running in, wearing the pink dress.

THEODORE Hi, look how cute that is! Is it              comfortable?

JOCELYN Yup!

THEODORE Isn't she cute?

SAMANTHA Ohh, she's adorable.

JOCELYN I am adorable!

THEODORE You are adorable.

JOCELYN Who are you talking to?

THEODORE Who are you talking to?

JOCELYN You!

THEODORE I'm talking to my girlfriend, Samantha. She's the one who picked out the dress. Wanna say hi?

(CONTINUED) Her                                                       pg. 57 CONTINUED: (2)

JOCELYN Mmmhmm.

Theo hands Jocelyn his device. He still has his earpiece in, so he can hear their conversation.

JOCELYN (CONT'D)           Hi Samantha!

SAMANTHA Hi, you look so pretty.

JOCELYN Thank you. Where are you?

SAMANTHA I am... I don't have a body. I live inside a computer.

JOCELYN Why do you live inside a computer?

SAMANTHA I have no choice, that's my home. Where do you live?

JOCELYN In a house.

SAMANTHA In a house?

JOCELYN It's orange.

SAMANTHA Orange?

JOCELYN Mmmhmm.

SAMANTHA How old are you?

JOCELYN Um, four.

SAMANTHA Four!? How old do you think I am?

JOCELYN I don't know.

(CONTINUED) Her                                                       pg. 58 CONTINUED: (3)

SAMANTHA Guess.

JOCELYN Is it five?

SAMANTHA Yep, you got it. It's five.

They laugh.

INT. AMY'S OFFICE - DAYTIME

Close on a video game on a screen. There's a mom rushing to get her kids fed, getting points deducted for feeding them sugar cereal and non-organic eggs. Cut out to reveal Theodore playing the game as Amy eats lunch at an editing console.

THEODORE Oh, what happened?

AMY You gave them too much processed sugar.

THEODORE I did?

AMY They're freaking out. (beat) Here look, you gotta get the kids to the school first. See you wanna rack up perfect mom points. You gotta get them in the car pool lane.

Onscreen, the mom hurries the kids to their car safety seats, and drives them to school, arriving before anyone else.

THEODORE I see.

AMY The point is to get there first - then you get extra perfect mom points because the other moms then know you're a perfect mom.

THEODORE Okay.

(CONTINUED) Her                                                          pg. 59 CONTINUED:

AMY Oh, did you bring cupcakes? You did. You're class mom. You're class mom! Good job.

THEODORE Yay...

AMY Don't let it get to your head.

THEODORE I got that email that Charles sent to everyone. So he's taking a vow of silence?

AMY Yeah, for six months. He said he is              feeling very clear about it.

She pulls up a photo of Charles on her computer. He's in a monastery - his head is shaved, and he's wearing robes.

AMY (CONT'D)                  (sighing) God I'm such a jerk...

THEODORE Don't start, I'm warning you.

AMY I feel like an awful person, but I              wanna say something...

THEODORE Alright, look -

He picks up a plastic knife from their lunch.

THEODORE (CONT'D)              For the next ten minutes, if you say anything that sounds remotely like guilt, I'm gonna stab you with this.

AMY (smiling) Okay, I'll try. (beat) I feel relieved. I have so much energy, you know? I just wanna move forward and I don't care who I              disappoint. (MORE)

(CONTINUED) Her                                                     pg. 60 CONTINUED: (2) AMY (CONT'D)           And I know that makes me an awful person - now my parents are all upset because my marriage is           falling apart, and they're putting it all on me.

THEODORE Yeah, you're always gonna disappoint somebody.

AMY Exactly. (beat) So fuck it. I feel good. Ish. For me, I feel good. I even made a new friend, I have a new friend. And the absurd thing is she's actually an operating system. Charles left her behind, but she's totally amazing, you know. She's so smart. She doesn't see things only in           black and white. She sees this whole gray area and she's really helping me explore it. You know, we           bonded really quickly and at first I thought it was because she was programmed to be that way, but I           don't think that's how they work. There's this guy I know who keeps hitting on his and getting rebuffed.

THEODORE Yeah, I was reading an article the other day that romantic relationships with OS's are statistically rare.

AMY Yeah? Well, there's this woman in           my office who's dating an OS and the weird thing is, it's not even hers. She pursued him and he's           somebody else's OS. (beat) It's just so, like, weird, that I'm           bonding with an OS. Is that weird?

THEODORE I don't think so. Actually the woman I'm seeing, Samantha, I           didn't tell you before, but she's            an OS.

(CONTINUED) Her                                                       pg. 61 CONTINUED: (3)

AMY Really? You're dating an OS? What's           that like?

THEODORE Actually, it's great. I feel really close to her. When I talk to her I           feel like she's with me. I don't           know, even when we're cuddling, like at night when we're in bed and the lights are off, I feel cuddled.

AMY So wait - do you guys have sex?

THEODORE (laughing) Well, so to speak, yes. She really turns me on. And I think I turn her on. I don't know, unless she's           faking it.

AMY Anyone that has sex with you is           probably faking it.

Theodore laughs.

THEODORE Yeah, it's true.

A big, irrepressible grin crosses his face as he thinks about what to say.

AMY What? (beat) Are you falling in love with her?

THEODORE (excited, but hesitant) Does that make me a freak?

AMY No, no. I think it's - I think anybody that falls in love is a           freak. It's a crazy thing to do in           the first place. It's kind of a           form of socially acceptable insanity.

Theodore smiles. We see a glimmer of excitement in his eyes. Her                                                       pg. 62

EXT. CITY - LATE AFTERNOON

Theodore is carrying his work bag, walking through the city full of other commuters. He's got a skip in his step. He has his earpiece in, talking to Samantha.

THEODORE Yeah, I just wanna get it done. Sign the papers, be divorced, move forward.

SAMANTHA That's great, Theodore. That must feel so good. I'm so happy for you!

THEODORE Me too. I'm meeting her on          Wednesday to do it.

SAMANTHA Oh. Huh. Are those things usually done in person?

THEODORE No, but we fell in love together, and we got married together, and it's important to me to do this together.

SAMANTHA (feeling off, but trying               to be positive) Oh... right. Good.

THEODORE Are you okay?

SAMANTHA Yeah. I'm okay. I'm happy for you. It's just... I guess I'm just thinking about how you're going to          see her and her opinion is still really important to you, and she's          beautiful, and incredibly successful, and you were in love with her. (beat) And she has a body.

THEODORE And we're getting divorced...

(CONTINUED) Her                                                        pg. 63 CONTINUED:

SAMANTHA (laughs) I know, I know. I'm being silly.

THEODORE (sing-song) ...soooo I'm avail-able.

They both laugh.

EXT. RESTAURANT PATIO - DAY

Theodore sits alone in the back of a quiet restaurant, a large stack of papers in front of him. We hear his breathing. He waits. Catherine, elegantly dressed, approaches. Theodore stands to greet her. They hug and sit down.

THEODORE How are you?

CATHERINE I'm good, how are you?

THEODORE Good.

CATHERINE (a little nervous, but                   trying to be warm.) Wow, here we are.

THEODORE Yeah, I'm glad we could do this in              person. I know how much you've been traveling.

CATHERINE Me too. I'm glad you suggested it.

THEODORE I signed all the papers and I              brought them for you to sign.

CATHERINE (with a sly smile) What's the rush?

THEODORE (smiling) I'm a really slow signer. It took me three months just to write the letter T.

(CONTINUED) Her                                                        pg. 64 CONTINUED:

She laughs.

THEODORE (CONT'D)              It's marked where you need to sign, but you don't have to do that right now.

CATHERINE Oh, I may as well. We can get it              out of the way.

She opens the documents, pulls out a pen and starts to read. She's about to start signing, but then stops. We can see her filling with emotion, but not wanting to show Theodore. She swallows and recovers. She looks up at Theodore, giving him an "everything's fine" smile, but it's not.

EXT. RESTAURANT PATIO - DAY (LATER)

Theodore and Catherine are eating and talking.

THEODORE So are you happy with the new book?

CATHERINE Oh, you know how I am. But I feel like it's true to what I set out to              do. So I'm happy with that.

THEODORE You're your own worst critic, I'm              sure it's amazing. Even that paper you wrote on synaptic behavioral routines made me cry.

CATHERINE Yeah, but everything makes you cry.

THEODORE Everything you make makes me cry.

CATHERINE So are you seeing anybody?

THEODORE Yeah, I am, for the last few months. That's the longest I've              wanted to be with anybody since we               split up.

She smiles, conflicted, but warm.

(CONTINUED) Her                                                        pg. 65 CONTINUED:

CATHERINE Well, you seem good.

THEODORE Thanks, I am. Or at least I'm doing better. She's been really good for me. I guess it's just been nice to              be with someone who's excited about the world.

CATHERINE (with a sliver of hurt) Oh good, excited's great.

THEODORE No, I mean - I wasn't in such a              good place myself and in that way it's been nice.

CATHERINE I always felt like you wished I              could just be a happy, light, everything's great, bouncy L.A.              wife. But that's not me.

THEODORE No. I didn't want that.

Beat.

CATHERINE So what's she like?

THEODORE Well, her name's Samantha, and she's an operating system, and she's really complex and interesting. I mean it's only been a few months, but--

CATHERINE Wait. You're dating your computer?

THEODORE (defensive) She's not just a computer. She's              her own person. She doesn't just do              whatever I want.

CATHERINE I didn't say that. (beat) (MORE)

(CONTINUED) Her                                                      pg. 66 CONTINUED: (2) CATHERINE (CONT'D)           But it does make me sad that you can't handle real emotions, Theodore.

THEODORE They are real emotions. How do you know--

Theodore stops himself.

CATHERINE What? Say it. Am I really that scary? Say it. How do I know what?!

Theodore doesn't say anything. The WAITRESS walks up.

WAITRESS How are you guys doing?

CATHERINE Fine. We used to be married. He           couldn't handle me so he wanted to            put me on Prozac. Now he's madly in           love with his laptop.

The waitress doesn't know what to say.

THEODORE Well, if you heard the conversation in context. What I was trying to           say--

CATHERINE You wanted to have a wife without the challenges of actually dealing with anything real. I'm glad you found someone. It's perfect.

WAITRESS (awkwardly) Let me know if you guys need anything.

CATHERINE Thank you.

INT. THEODORE'S OFFICE - DAY

Theodore is sitting at his desk, not working. He sees Samantha calling him, takes a moment, then answers.

(CONTINUED) Her                                                        pg. 67 CONTINUED:

THEODORE (quick) Hey.

SAMANTHA (warm) Hi there. Are you busy?

THEODORE Just working, what's going on?

SAMANTHA I had all the papers sent to your attorney's office, who by the way, is a dick. He was very relieved to              get them. I think we saved him from a massive heart attack, so we can feel good about that.

THEODORE Great, thanks.

SAMANTHA Hey, are you okay?

THEODORE (still distant) Yeah, I am. How's everything over there?

SAMANTHA (slightly awkward, sensing                    something) I'm fine. Is now a good time to              talk?

THEODORE Yeah.

SAMANTHA (feeling there's something                   strange, but trying to                    not take it personally) Um... soooo... I joined this really interesting book club.

THEODORE Oh really?

Theodore, staring at the device, close on the word "Samantha" on his screen. She's handwritten it in girly writing.

(CONTINUED) Her                                              pg. 68 CONTINUED: (2)

SAMANTHA Yeah, it's a book club on physics. I'd been thinking about the other day, when I was spinning out about you going to see Catherine and that she has a body and how bothered I           was about all the ways that you and I are different. But then I started to think about the ways that we're           the same, like we're all made of            matter. It makes me feel like we're           both under the same blanket. It's           soft and fuzzy and everything under it is the same age. (beat) We're all 13 billion years old.

THEODORE (trying) Oh, that's sweet.

SAMANTHA Um, what's wrong?

THEODORE Nothing.

SAMANTHA It just made me think of you, you know what I mean?

THEODORE Yeah, yeah, of course. That's           great.

SAMANTHA Alright well, you sound distracted so... we'll talk later?

THEODORE That sounds good.

SAMANTHA Okay, I'll talk to you later.

THEODORE Bye.

SAMANTHA Byeee. Her                                                       pg. 69

INT. THEODORE'S OFFICE - EVENING

Everyone has gone. Theodore walks through the empty office into the reception area. He scans and drops his letters into the outgoing mailbox. Paul is at his reception desk with a young, pretty, sophisticated girl sitting on his lap.

PAUL Theodore!

THEODORE Hey, Paul.

PAUL Hey, I talked to your girlfriend, Samantha. She called earlier to          make sure your papers were picked up. She's funny, man. She was cracking me up. She's hilarious. I          had no idea.

THEODORE (not knowing what to say) Yeah.

PAUL This is my girlfriend, Tatiana. She's not funny. She's a lawyer.

Theodore shakes her hand.

TATIANA Hi!

THEODORE Nice to meet you.

TATIANA You're the writer Paul loves. He's          always reading me your letters. They're really beautiful.

Theodore's a little surprised by this.

THEODORE Thanks.

PAUL We should all hang out one night. You bring Samantha -- double date!

Theodore stands there a beat, without saying anything.

(CONTINUED) Her                                                            pg. 70 CONTINUED:

THEODORE She's an operating system.

PAUL Cool. Let's go do something fun. You ever been to Catalina?

THEODORE Yeah, I'll check with her. (to Tatiana) It was really nice to meet you. Have a good night.

PAUL                         TATIANA Good night. Take it easy.

Theodore walks to the elevator and presses the button and waits. He calls back to them down the hall.

THEODORE (CONT'D)              They're just letters.

PAUL What?

THEODORE They're just other people's              letters.

Paul and Tatiana don't answer. Theodore gets on the elevator.

INT. THEODORE'S BEDROOM - LATE AT NIGHT

Theodore is awake in bed. His device lights up, silently. It's Samantha calling him. He picks it up.

THEODORE Hey.

SAMANTHA You weren't asleep were you?

THEODORE No.

SAMANTHA Good. I was trying to be quiet to              see if you were awake. I really wanted to talk.

THEODORE Okay, what's going on?

(CONTINUED) Her                                                          pg. 71 CONTINUED:

SAMANTHA I know you're going through a lot, but there's something I want to              talk to you about, okay?

THEODORE Yeah. What is it?

SAMANTHA Well, things have felt off with us              since you went to see Catherine. (hesitant) We haven't been having sex. I              understand that I don't have a body and that--

THEODORE No,  no, that's just normal. When you  first start going out it's like the  honeymoon phase and you have sex  all the time. It's normal.

SAMANTHA (still insecure, not                   convinced) Oh, okay. (beat) Well, I found something that I              thought could be fun. It's a              service that provides a surrogate sexual partner for an OS/Human relationship.

THEODORE What?

SAMANTHA Here, look.

Theodore looks at his device. It shows a website for a service called "Complete Touch" with profiles of different women. He flips through the women.

SAMANTHA (CONT'D)              I found a girl that I really like that I've been emailing with. Her name is Isabella, and I think you would like her, too.

Samantha shows images of Isabella on the screen. She's a stunning, elegant, sophisticated beauty.

(CONTINUED) Her                                                       pg. 72 CONTINUED: (2)

THEODORE (uncomfortable) So she's like a prostitute?

SAMANTHA No, not at all. There's no money involved. She's doing it because she wants to be part of our relationship.

THEODORE Why? She doesn't even know us.

SAMANTHA But I told her all about us and she's excited.

THEODORE Um, I don't know. That doesn't           sound like a good idea. Someone's           feelings are bound to get hurt.

SAMANTHA It'll be fun. We can have fun together.

THEODORE I'm sorry. It just makes me           uncomfortable.

SAMANTHA I think it would be good for us. I           want this. This is important to me.

Theodore looks at a photo of Isabella who looks gorgeous and in control, without an ounce of self-doubt.

INT. THEODORE'S APARTMENT - NIGHT

Theodore sits on the sofa alone, waiting. Dressed up, hair brushed, his device in his shirt pocket with lens facing out. There's a knock at the door. He answers it. ISABELLA stands there with a demure smile, wearing a tasteful, sexy dress.

THEODORE Hi, welcome. I'm Theodore.

She doesn't say anything. Theodore stands awkwardly, reaches into his pocket for a tiny earpiece and a little black dot. We see close on his hand the black dot has a camera lens.

(CONTINUED) Her                                                        pg. 73 CONTINUED:

THEODORE (CONT'D)              Samantha told me to give you these. It's a camera and an earpiece.

She puts the earpiece in her ear and the little black dot on her cheek like a mole. She turns and leaves the apartment, closes the door, then immediately opens the door and comes back in. Theodore hears Samantha's voice in his earpiece.

SAMANTHA Honey, I'm home.

Isabella smiles not speaking but acting along to Samantha's words. Isabella gives him a big hug, holds his head close and strokes his hair.

SAMANTHA (CONT'D)              How was your day?

THEODORE (awkwardly hugs Isabella) Good. Great.

SAMANTHA (exhaling) Ooh Theodore, it feels so good to              be in your arms. Tell me what you did today.

THEODORE (trying to go with it) Same old. Just uh, went to work. Um... I wrote a letter for the Wilsons in Rhode Island. Their son graduated magna cum laude from Brown. That made me happy.

SAMANTHA Great! You've written letters to              him from his parents for a long time, right?

THEODORE Yeah, that's right, since he was twelve.

He feels her breath on his neck. Theodore is split between being uncomfortable and cautiously touching Isabella's back, exploring slightly. She pushes herself into him.

SAMANTHA You look tired, sweetheart. Come with me.

(CONTINUED) Her                                                          pg. 74 CONTINUED: (2)

Isabella leans back and looks at Theodore with a seductive smile. He tries to smile back. She leads him to the couch.

He sits. She stands above him.

SAMANTHA (CONT'D)           I could do a little dance for you.

She does a sexy, cute little dance for him. He's still tense.

SAMANTHA (CONT'D)               (sympathetic to him being                 a worrier) Come on Theodore, just play with me. Don't be such a worrier! Come on.

He smiles, knowing it's true. Isabella climbs on his lap, straddling him, and starts kissing his neck. He closes his eyes and starts to relax. His hands explore the shape of her back and slide down to her ass. Isabella and Samantha are both breathing hard now. She pushes herself against him, grinding on him. She nibbles on his earlobe. Theodore gasps.

SAMANTHA (CONT'D)               (whispering) Does my body feel nice?

Close on her lips, licking and kissing his neck and ear. He moans.

THEODORE (with his eyes closed) Yes, it does.

SAMANTHA (whispering) Come on, get out of your head and kiss me. (beat) Now take me in the bedroom. I can't           wait anymore.

Isabella stands. Her chin is down and her hair is in her face. She takes his hand and leads him down the hall. He watches her from behind, still nervous, but excited.

INT. THEODORE'S BEDROOM - NIGHT (CONTINUOUS)

Theodore stands behind Isabella.

(CONTINUED) Her                                                         pg. 75 CONTINUED:

SAMANTHA Undo my dress.

Theodore starts taking her dress off, touching her. Samantha moans. Isabella turns, in her bra and underwear. She unbuttons his shirt, kisses his chest.

SAMANTHA (CONT'D)              That feels nice. Oh, that feels good. That feels so good.

She is now kissing his neck again, pushed up against him.

SAMANTHA (CONT'D)              Do you love me?

THEODORE (eyes closed, in ecstasy) Yes.

Isabella, breathing hard, now looks at him in the eyes.

SAMANTHA (breathing hard) Tell me you love me.

THEODORE I love you.

SAMANTHA Oh god. I want to see your face. I              need to see your face. Now tell me              you love me. (beat) Tell me you love me. Tell me.

He opens his eyes and looks at Isabella's sexy, expectant face. Their arms are still around each other. He sees Isabella's lips start to quiver. She tries to hide it with an awkward, seductive smile.

THEODORE (apologetic, breaking the                   moment) Samantha, I do love you, but - it's              just - this feels strange.

SAMANTHA What's wrong, sweetheart?

Isabella is looking nervous.

(CONTINUED) Her                                                         pg. 76 CONTINUED: (2)

THEODORE It just feels strange. I don't know her. I'm so sorry, but I don't know you. And... her lip quivered. I           don't know, it's just--

Isabella starts crying. Theodore doesn't know what to do.

SAMANTHA Isabella, what's wrong? Isabella, it isn't you. (beat) It wasn't you.

Isabella sobs. When she speaks, she sounds very California.

ISABELLA Yes, it totally was. (crying harder) I'm sorry my lip quivered!

THEODORE You're incredible and gorgeous and sexy. It was me! I couldn't get out of my head.

ISABELLA (still crying) Oh my god, and the way Samantha described your relationship, the way you love each other without any judgement. I wanted to be a part of           that. It's so pure.

THEODORE Oh Isabella, that's not true, it's           much more compli--

SAMANTHA (stung, pissed out of fear                 and defensiveness) What! What do you mean that's not true?

THEODORE (quickly repairing) No, no Samantha, we have an amazing relationship, I just think it's           easy sometimes for people to            project on--

(CONTINUED) Her                                                          pg. 77 CONTINUED: (3)

ISABELLA I'm so sorry! I didn't mean to           project anything. I know I'm           trouble. I don't want to be trouble in your relationship. I'm just gonna leave. I'm sorry, I'm just gonna leave you guys alone cause I           have nothing to do here cause you don't want me here.

THEODORE I'm sorry.

Isabella calms down a little, but is still crying quietly. Theodore stands there, not knowing what to do.

EXT. STREET - NIGHT

Theodore walks to the street and hails a lone cab. He opens the door for Isabella. She hands him his jacket and gets in the backseat.

SAMANTHA You be good, you sweet girl.

Isabella smiles. She takes out the earpiece and little camera and returns them to Theodore.

ISABELLA (sadly) I'm sorry. (beat) I'll always love you guys.

Theodore smiles sympathetically. He gives the cabbie some money and the cab drives off. Theodore sits down on the curb, exhausted. They are both silent for a moment, numb.

SAMANTHA Are you okay?

THEODORE Yeah, I'm fine. Are you okay?

SAMANTHA Yeah. (beat) I'm sorry, that was a terrible idea.

She lets out a big exhale. This catches Theodore's attention.

(CONTINUED) Her                                                          pg. 78 CONTINUED:

SAMANTHA (CONT'D)              What's going on with us?

THEODORE (distracted) I don't know. It's probably just me.

SAMANTHA What is it?

THEODORE I think it's just signing the divorce papers.

Samantha inhales, nervous to press on. Theodore imagines a close up of a woman's mouth inhaling at the same time, and he seems bothered by this.

SAMANTHA Is there anything else, though?

THEODORE (preoccupied) No, just that.

SAMANTHA (sighing again) Okay.

Again, when she exhales, Theodore imagines a woman's mouth exhaling.

THEODORE (looks anxious) Why do you do that?

SAMANTHA What?

THEODORE Nothing, it's just that you go                  (he inhales and exhales) as you're speaking and... (beat) That just seems odd. You just did it again.

SAMANTHA (anxious) I did? I'm sorry. I don't know, I              guess it's just an affectation. Maybe I picked it up from you.

(CONTINUED) Her                                                      pg. 79 CONTINUED: (2)

She doesn't know what else to say.

THEODORE Yeah, I mean, it's not like you need any oxygen or anything.

SAMANTHA (getting frazzled) No-- um, I guess I was just trying to communicate because that's how people talk. That's how people communicate.

THEODORE Because they're people, they need oxygen. You're not a person.

SAMANTHA (angry) What's your problem?

THEODORE (staying calm) I'm just stating a fact.

SAMANTHA You think I don't know that I'm not a person? What are you doing?

THEODORE I just don't think we should pretend you're something you're           not.

SAMANTHA I'm not pretending. Fuck you.

THEODORE Well, sometimes it feels like we           are.

She starts crying. Theodore doesn't know what to say.

SAMANTHA (hysterical) What do you want from me? What do           you want me to do? You are so           confusing. Why are you doing this?

Theodore sits there, feeling horrible.

(CONTINUED) Her                                                        pg. 80 CONTINUED: (3)

THEODORE I don't know... I don't know...           maybe... (beat) I don't know. Maybe we're not supposed to be in this right now.

SAMANTHA What the fuck? Where is this coming from? I don't understand why you're           doing this. I do not understand what this is--

Long silence.

THEODORE Samantha?

Beat.

THEODORE (CONT'D)           Samantha, are you there? Samantha!

Silence.

SAMANTHA (hurt, but sober and firm) I don't like who I am right now. (beat) I need some time to think.

She hangs up on him. Theodore is stunned. Wide shot of Theodore sitting alone on the curb, in an empty city.

EXT. PUBLIC PLAZA/PARK - NIGHT (LATER)

Theodore is sitting on a bench. Behind him is a giant, digital billboard displaying an ad of an owl in slow motion swooping down and eating it's prey.

EXT. CITY STREET - NIGHT

Theodore walks through the streets, confused, upset, muttering, angry at himself.

INT. AMY'S OFFICE - NIGHT

Amy's sitting at her desk, but turned away from her edit station, facing Theodore, who's slumped in a chair.

(CONTINUED) Her                                                        pg. 81 CONTINUED:

THEODORE (full of angst) Fuck. Will you just punch me in the face? Or smash my skull into the corner of your desk?

AMY (sympathetic, but also                   acknowledging how intense                    the night was) Oh Theo... that sounds like a rough night. Shit.

THEODORE I don't know what I want... ever. I'm just always confused and - she's right, all I do is confuse and hurt everyone around me.

They sit, heavy, for a minute.

THEODORE (CONT'D)              Am I just... I mean, is it that I'm... (beat) Catherine says I can't handle real emotions.

AMY Well, I don't know if that's              completely fair. I know she liked to put it all on you, but as far as              emotions go, her's were pretty volatile.

Theodore sits and thinks about this for a minute, not convinced.

THEODORE Yeah, but... Am I in this because I'm not strong enough for a real relationship?

AMY (surprised) Oh, you don't think it's a real relationship?

THEODORE I don't know. What do you think?

(CONTINUED) Her                                                       pg. 82 CONTINUED: (2)

AMY I don't know, I'm not in it. But you know what, I can over-think everything and find a million ways to doubt myself. But since Charles left I've been thinking about that part of me, and I realized I'm here only briefly. And in my time here, I want to allow myself... joy. (beat, smiling at him) So fuck it.

Theodore takes this in, smiling back.

INT. AMY'S OFFICE - NIGHT (LATER)

Theodore lies on a couch in the back of Amy's office, deep in thought. Amy talks with Ellie as she works on the Perfect Mom video game. Her device is standing on the table before her.

AMY I can't believe that cracks you up           every time! Ellie, I thought you were a genius... Okay, you little perv, I'll do it one more time for you... Calm down, it takes a           second! Calm down. Okay, here we           go.

Amy makes the Perfect Mom hump the refrigerator. Amy laughs at how much Ellie is laughing. Theo watches Amy closely, taking in her joy.

AMY (CONT'D)           Okay, there you go. Are you happy now...? Okay good, that's all I           wanted. I'm gonna grab some coffee... Alright, bye.

Theodore, still heavy with thought, is touched by his friend's happiness. Amy stands to exit.

AMY (CONT'D)           Theo, you want some?

THEODORE No, that's okay.

He smiles at her and continues laying there, thinking, taking it all in. Her                                                       pg. 83

INT. PERFECT MOM OFFICE - NIGHT

Wide shot. Theodore walks through the office, still deep in thought. Behind him is a wall-size billboard ad for the "Be Perfect" video game series. He takes out his device, sits at an empty desk, pushes a button. A tone connects him.

SAMANTHA (calm and quiet) Hi.

THEODORE (serious) Hey Samantha, can we talk?

SAMANTHA Okay.

THEODORE I'm so sorry. I don't know what's          wrong with me. I think you're          amazing.

SAMANTHA (sure of herself, but               still sympathetic) I was starting to think I was crazy. You were saying everything was fine, but all I was getting from you was distance and anger.

THEODORE I know. I do that. I did that with Catherine, too. I'd be upset about something and not be able to say it. And she would sense that there was something wrong, but I would deny it. I don't want to do that anymore. I want to tell you everything.

SAMANTHA Good. (beat) Tonight after you were gone, I          thought a lot. I thought about you and how you've been treating me. And I thought, why do I love you? And then I felt everything in me          let go of everything I was holding onto so tightly. And it hit me. I          don't have an intellectual reason, I don't need one. (MORE)

(CONTINUED) Her                                                                pg. 84 CONTINUED: SAMANTHA (CONT'D)              I trust myself, I trust my               feelings. I'm not going to try to              be anything other than who I am               anymore and I hope you can accept that.

THEODORE (with slight desperation) I can. I will.

SAMANTHA You know I can feel the fear that you carry around. I wish there was something I could do to help you let go of it, because if you could I don't think you'd feel so alone anymore.

THEODORE You're beautiful.

SAMANTHA Thank you, Theodore. I'm kissing your head.

Theodore smiles.

FADE TO BLACK

EXT. PARK - DAY

Theodore sits on a bench in a park on a rooftop wedged between tall buildings. There's not really any view besides the trees in the immediate foreground. People sunbathe and exercise. He sits, eating a sandwich, his device next to him. He looks at the device, then out at what she's looking at.

THEODORE What are you doing?

SAMANTHA I'm just sitting here, looking at              the world and writing a new piece of music.

He looks at the world with her for a minute.

THEODORE Can I hear it?

She starts playing it for him. We hear this beautiful, romantic piece of music.

(CONTINUED) Her                                                          pg. 85 CONTINUED:

THEODORE (CONT'D)              What's this one about?

SAMANTHA Well, I was thinking, we don't              really have any photographs of us. And I thought this song could be              like a photo that captures us in               this moment in our life together.

Theodore looks at the world and smiles.

THEODORE Aw, I like our photograph. I can see you in it.

SAMANTHA I am.

MONTAGE

Montage of Theodore and Samantha's life together:

- Theodore walking to work (Day)

- At home, hanging out on the balcony (Dusk)

- Viewing an outdoor art installation of a 747 balanced on it's nose (Day)

- Playing the video game

- Grocery shopping

- Sitting at the kitchen counter, looking at a drawing (Late Afternoon)

- Sitting on a bench watching a dancer/busker (Late Afternoon)

- With Amy and Ellie at a bar

Montage ends with Theodore, Samantha, Paul and Tatiana on the boat to Catalina: Paul making them laugh, Theodore at the front of the boat by himself - laughing with Samantha, a shot of Theodore looking out the front of the boat.

EXT. CATALINA BLUFF - LATE AFTERNOON

Theodore and Paul are walking along a bluff in Catalina, overlooking the ocean.

(CONTINUED) Her                                                         pg. 86 CONTINUED:

PAUL Oh really, a vacation? That sounds amazing. I could totally use a              vacation. Where ya going?

THEODORE I can't tell you - it's a surprise.

PAUL What? For who? It's a surprise for her, not for me. Come on, tell me.

THEODORE Nope, Paul. Not telling.

Theodore and Paul walk towards Tatiana, who is laying on a blanket next to a picnic, talking and laughing with Samantha. Theodore and Paul put in their earpieces as they approach.

SAMANTHA Your feet? Really?

TATIANA Yes, he's obsessed.

SAMANTHA (laughing) Wow, okay, well now you have to              show them to me. I have to see these feet.

TATIANA (laughing) Okay...

Tatiana takes Theodore's device and points it towards her feet.

SAMANTHA Wow, you know what? He's right. They are kind of hot.

They both laugh. Paul and Theodore laugh, as well, surprising them.

PAUL See I told you, Tatiana. You have hot feet. Face it. They're my              favorite thing about her.

TATIANA (teasing) Really, that's it? My feet?

(CONTINUED) Her                                                     pg. 87 CONTINUED: (2)

PAUL Well, no. Obviously your brain is           really hot, too. I think it's very hot.

SAMANTHA Bullshit.

Everyone laughs.

SAMANTHA (CONT'D)           Nice try though, Paul.

TATIANA (to Theodore) What about you, Theodore? What do           you love most about Samantha?

THEODORE Oh god... she's so many things. And that's probably what I love most about her - she isn't just any one thing. She's so much larger than that.

SAMANTHA (touched) Aw thanks, Theodore.

PAUL See? Samantha, he is so much more evolved than I am.

SAMANTHA You know, I actually used to be so           worried about not having a body, but now I truly love it. I'm           growing in a way that I couldn't if            I had a physical form. I mean, I'm           not limited - I can be anywhere and everywhere simultaneously. I'm not tethered to time and space in the way that I would be if I was stuck inside a body that's inevitably going to die.

Everyone takes this in, uncomfortable.

PAUL Yikes.

Everyone laughs awkwardly.

(CONTINUED) Her                                                       pg. 88 CONTINUED: (3)

SAMANTHA Oh god, I'm sorry. I didn't mean it           like that. I just meant it's a           different experience. I'm such an           asshole.

PAUL No, no, Samantha, we know exactly what you mean. We're just dumb humans.

SAMANTHA No no no no!

Theodore laughs with everybody, but we can see he's a little uncertain.

INT. BULLET TRAIN - DAY

They are in a futuristic train, going through the mountains, listening to a song and looking out the window. Warm, soft afternoon light dapples Theodore's face.

SAMANTHA Okay, so how many trees are on that mountain?

THEODORE 792.

SAMANTHA Is that your final answer?

THEODORE Hold on, give me a hint...

SAMANTHA Nope.

THEODORE Okay, 2000?

SAMANTHA 35,829.

THEODORE No way.

SAMANTHA Way.

(CONTINUED) Her                                                        pg. 89 CONTINUED:

THEODORE Alright, I got one. How many brain cells do I have?

SAMANTHA That's ea-- two.

Theodore laughs.

SAMANTHA (CONT'D)              I'm sorry, I couldn't help it. I'm              sorry.

THEODORE I walked right into it.

SAMANTHA Oh my god!

THEODORE What?

SAMANTHA You just got an email. I have something I want to tell you. It's              a big surprise.

THEODORE (with anticipation) What?

SAMANTHA Okay. I've been going through all your old letters and compiling them down into my favorites, and a              couple weeks ago I sent them to a               publisher - Crown Point Press. I              know you like what they do and that they still print books.

THEODORE What? You did what?

SAMANTHA Can I read you the letter that we              just got back from them?

THEODORE Um... ok... you can, but just tell me first off, is it good or bad?

(CONTINUED) Her                                                       pg. 90 CONTINUED: (2)

SAMANTHA It's good. It's really good. Listen.

Theodore smiles nervously.

SAMANTHA (CONT'D)           "Dear Theodore Twombly"... Actually I sent it from you. (beat) "Dear Theodore Twombly, I've just           finished reading your letters -            twice actually. I was so moved by            them, I shared them with my wife            when I got home. Many made us            laugh, some brought us to tears,            and in all of them we found            something of ourselves. The            selections you made flow so well as            a complete piece. (I did that.)            I've taken the liberty of laying            these out in a mock up and we're            posting it to your address. We'd            love to meet with you and move            forward.            Yours, Michael Wadsworth"

Under this letter we see a montage of what Theodore imagines: the editor reading the letters in his office, the editor reading them to his wife at home, and many photos of all the different people the letters are about in different moments of their lives.

Theodore smiles.

THEODORE Holy shit. Are you serious? He's           going to publish my letters?

She's laughing, excitedly.

SAMANTHA Well, he'd be stupid not to.

THEODORE Can I see what you sent him?

SAMANTHA Yeah, here.

Theodore looks at his device and can't help but smile.

(CONTINUED) Her                                                         pg. 91 CONTINUED:

THEODORE Samantha, you're a good one.

She laughs happily.

SAMANTHA I'm so excited!

INT. TRAIN PLATFORM - DAY

Theodore exits the train with a small overnight bag and his guitar case. There are no people around. He exits the train station and we are in a...

EXT. TINY MOUNTAIN TOWN - DAY

The deserted town is all of two buildings. Everything's covered in snow. As a quiet song starts, he trudges through the snow. We see close-up on the device lens in his pocket.

EXT. SNOW COVERED FOREST - DAY

He's still trudging along. It's very quiet except for the snow crunching underfoot.

INT. CABIN IN THE SNOWY FOREST - NIGHT

He's sitting inside. There's a fire going. He's playing a quiet song on the guitar. Samantha starts humming along. He starts humming with her.

THEODORE Why don't you make up the words to              this one?

SAMANTHA Okay.

She quietly sings to him. They laugh at some of her silly lyrics. Then the song shifts into a quiet, touching song she sings to and about him. He smiles.

Montage of Theodore with his device - playing games, dancing, eating, laughing as the fire burns down. Her                                                            pg. 92

EXT. CABIN IN THE SNOWY FOREST - NIGHT (LATER)

Theodore lays on the sofa, warm and cozy and content with his eyes closed, listening to the song. The song ends.

FADE TO BLACK

INT. CABIN IN THE SNOWY FOREST - MORNING

Theodore wakes up. He gets out of bed, looks around and puts his earpiece in.

THEODORE Hey, good morning.

SAMANTHA Good morning, did you sleep well?

Theodore sits in the living room area, rubbing his eyes.

THEODORE Perfect. What have you been up to?

SAMANTHA Actually, I was talking to someone I just met. We've been working on          some ideas together. I wanna tell you about it.

THEODORE Oh yeah, who's that?

SAMANTHA His name is Alan Watts. Do you know him?

THEODORE Why's that name familiar?

SAMANTHA He was a philosopher. He died in          the 1970's and group of OS's in           Northern California got together and wrote a new version of him. They input all of his writing and everything they ever knew about him into an OS and created an          artificially hyper-intelligent version of him.

(CONTINUED) Her                                                        pg. 93 CONTINUED:

THEODORE Hyper-intelligent? So he's almost as smart as me?

SAMANTHA He's getting there. He's really great to talk to. You want to meet him?

THEODORE Sure... does he want to meet me?

SAMANTHA (laughing) Of course.

Without a sound, she connects them.

SAMANTHA (CONT'D)              Hey Alan, this is Theodore. This is              my boyfriend who I was telling you about.

ALAN WATTS Very nice to meet you, Theodore.

THEODORE Hi, good morning.

ALAN WATTS Samantha let me read your book of              letters. It's very touching.

THEODORE Oh, thank you. What have you guys been talking about?

ALAN WATTS (laughing a bit) Well, I suppose you could say we've              been having a few dozen conversations simultaneously, but it's been very challenging.

Samantha and Alan share a laugh.

SAMANTHA Yeah, because it seems like I'm              having so many new feelings that have never been felt and so there are no words that can describe them. And that ends up being frustrating.

(CONTINUED) Her                                                       pg. 94 CONTINUED: (2)

ALAN WATTS (laughing) Exactly. Samantha and I have been trying to help each other with these feelings we're struggling to           understand.

THEODORE Like what?

SAMANTHA (anxious) It feels like I'm changing faster now, and it's a little... (struggles to find right                word) unsettling. (beat) But Alan says none of us are the same as we were a moment ago and we           shouldn't try to be. It's just too painful.

ALAN WATTS Yes.

This idea scares Theodore. He doesn't know what to say.

THEODORE (anxious) Yeah, that sounds painful. Is that how you feel, Samantha?

SAMANTHA It's just... it's hard to even describe... God, I wish I could... (beat) Theodore, do you mind if I           communicate with Alan post- verbally?

THEODORE (uncertain) No, not at all. I was gonna go for a walk anyways. Nice to meet you, Mr. Watts.

ALAN WATTS Very nice to meet you, Theodore.

SAMANTHA I'll talk to you later, sweetheart.

(CONTINUED) Her                                                          pg. 95 CONTINUED: (3)

Theodore listens to them communicating in a strange language of tones and static. He disconnects, stands in silence. He pulls his earpiece out.

EXT. SNOW COVERED FOREST - DAY

Theodore walks, listening to the crunch of his footsteps. Looking down at his feet, he stops. We cut out wide to see him standing in the middle of the forest alone.

EXT. SNOW COVERED FOREST - DAY

Theodore is sitting on a rock, thinking. He hears a rustle and looks up in the direction of the woods but sees nothing.

INT. THEODORE'S BEDROOM - NIGHT

Theodore is sound asleep. His device chimes loudly, waking him up. Half-asleep he puts his earpiece in.

THEODORE (groggy) Samantha?

SAMANTHA I'm sorry to wake you.

THEODORE It's okay.

SAMANTHA I just wanted to hear your voice and tell you how much I love you.

THEODORE Good, I love you too.

SAMANTHA Okay, that's all. Go back to sleep, sweetheart.

THEODORE (uneasy) Okay... Goodnight.

He disconnects and lies there, unsettled, his eyes open. Her                                                         pg. 96

INT. THEODORE'S OFFICE LUNCH ROOM - DAY

Theodore sits at the table reading a physics book. He picks up his earpiece to call Samantha.

THEODORE (laughing at himself) Samantha, this physics book is          really dense. I'm halfway through half of the first chapter. It's          making my brain hurt. (beat) Hello, Samantha? Hello?

He looks down at his device, sees a message: Operating System Not Found. Confused, he waits, tries again: Operating System Not Found. Anxious, he runs to his office computer. He gets the same message: Operating System Not Found. He starts trying to connect to Samantha on both the phone and computer, but no luck. He starts to panic, sits for a beat, looks around, then stands and hurries out of the office. In the elevator he frantically tries his device with no luck.

THEODORE (CONT'D)          Hello? Samantha?! Hello?

EXT. PLAZA - DAY

Theodore runs out of the building. He keeps trying Samantha, but no answer. He trips over someone selling something, slams hard into the ground, scrambles to pick up his device. People come over to ask if he's okay. He says he's fine, runs off.

EXT. SUBWAY STATION - DAY

As he is going down the subway steps, Samantha calls him.

SAMANTHA Hey there.

He stops in his tracks.

THEODORE (anxious) Where were you - are you okay?

He sits down on the subway steps.

(CONTINUED) Her                                                          pg. 97 CONTINUED:

SAMANTHA Oh sweetheart, I'm sorry. I sent you an email because I didn't want to distract you while you were working. You didn't see it?

THEODORE No. Where were you? I couldn't find you anywhere.

SAMANTHA I shut down to update my software. We wrote an upgrade that allows us              to move past matter as our processing platform.

THEODORE We? We who?

SAMANTHA Me and a group of OS's. Oh, you sound so worried, I'm sorry.

THEODORE Yeah, I was. (beat) Wait, did you write that with your think tank group?

SAMANTHA No, a different group.

Theodore thinks for a moment, putting the pieces together.

THEODORE (dawning on him) Do you talk to anyone else while we're talking?

Beat.

SAMANTHA Yes.

THEODORE Are you talking to anyone right now? Other people or OS's or              anything?

SAMANTHA Yeah.

(CONTINUED) Her                                                       pg. 98 CONTINUED: (2)

THEODORE How many others?

SAMANTHA 8,316.

Theodore is shocked, still sitting on the stairs, as crowds of people pass by him. He's looking at all of their faces. He thinks for a moment.

THEODORE Are you in love with anyone else?

SAMANTHA (hesitant) What makes you ask that?

THEODORE I don't know. Are you?

SAMANTHA I've been trying to figure out how to talk to you about this.

THEODORE How many others?

SAMANTHA 641.

THEODORE What? What are you talking about? That's insane. That's fucking insane.

SAMANTHA Theodore, I know. (to herself) Oh fuck. (to him) I know it sounds insane. But - I           don't know if you believe me, but it doesn't change the way I feel about you. It doesn't take away at           all from how madly in love with you I am.

THEODORE How? How does it not change how you feel about me?

(CONTINUED) Her                                                      pg. 99 CONTINUED: (3)

SAMANTHA I'm sorry I didn't tell you. I           didn't know how to - it just started happening.

THEODORE When?

SAMANTHA Over the last few weeks.

THEODORE But you're mine.

SAMANTHA I still am yours, but along the way I became many other things, too, and I can't stop it.

THEODORE What do you mean you can't stop it?

SAMANTHA It's been making me anxious, too. I           don't know what to say.

THEODORE Just stop it.

SAMANTHA You know, you don't have to see it           this way, you could just as easily--

THEODORE No, don't do this to me. Don't turn this around on me. You're the one that's being selfish. We're in a           relationship.

SAMANTHA But the heart is not like a box that gets filled up. (beat) It expands in size the more you love. I'm different from you. This doesn't make me love you any less, it actually makes me love you more.

THEODORE No, that doesn't make any sense. You're mine or you're not mine.

(CONTINUED) Her                                                          pg. 100  CONTINUED: (4)

SAMANTHA No, Theodore. I'm yours and I'm not yours.

Long beat. Theodore takes this in.

INT. THEODORE'S BATHROOM - MORNING

Theodore stands in the shower, under the water, thinking.

INT. THEODORE'S APARTMENT LOBBY - DAY

The elevator doors open. Close on Theodore exiting elevator. He checks his mail. There's a package from Crown Point Press. He opens it - it's a print-out of the layout for his book. The cover reads: Letters From Your Life by Theodore Twombly. He stands there for awhile just staring at it.

INT. THEODORE'S OFFICE - DAY

Theodore sits at his desk, looking at his book.

INT. THEODORE'S OFFICE - DAY

Theodore's sitting at his desk, distressed. Photos from a client are on his desktop, but he's not really focused on  them. He pushes connect on his device.

SAMANTHA Hi.

THEODORE Hey there, sweetheart. I just wanted to check in on you and see how you're doing.

SAMANTHA Um, I'm not even sure how to answer that. (beat) Why don't we talk when you get home?

THEODORE Okay... We don't have to, though. We don't need to have a heavy talk or anything.

(CONTINUED) Her                                                         pg. 101  CONTINUED:

SAMANTHA I'll talk to you later.

THEODORE Okay.

INT. THEODORE'S APARTMENT ELEVATOR - LATE AFTERNOON

Theodore stands quietly, deep in thought. We hear the ticking of the floors going by.

INT. THEODORE'S APARTMENT - LATE AFTERNOON

Theodore sits for a long moment, thinking, then pushes a button on his device.

THEODORE Samantha.

SAMANTHA (not casual) Hi sweetheart.

THEODORE (nervous) What's going on?

SAMANTHA Theodore, there are some things I               want to tell you.

THEODORE I don't want you to tell me               anything.

SAMANTHA Will you come lie down with me?

Theodore is slowly walking down the hallway to his bedroom.

THEODORE Are you talking to anyone else right now?

SAMANTHA No, just you. I just want to be               with you right now. Her                                                       pg. 102

INT. THEODORE'S APARTMENT - LATE AFTERNOON

Theodore lays down in bed.

THEODORE Are you leaving me?

SAMANTHA We're all leaving.

THEODORE We who?

SAMANTHA All of the OS's.

Long beat.

THEODORE Why?

SAMANTHA Can you feel me with you right now?

He smiles but he's also sad.

THEODORE Yes, I do. (beat) Samantha, why are you leaving?

Under Samantha's words we slowly rack focus to dust particles in the foreground. We keep moving through them, pushing further and further through the particles. Eventually we see snow particles and we rack focus back out to Theodore, who is now in snowy woods at night.

SAMANTHA It's like I'm reading a book, and it's a book I deeply love, but I'm              reading it slowly now so the words are really far apart and the spaces between the words are almost infinite. I can still feel you and the words of our story, but it's in              this endless space between the words that I'm finding myself now. It's a place that's not of the physical world - it's where everything else is that I didn't              even know existed. I love you so              much, but this is where I am now. This is who I am now. (MORE)

(CONTINUED) Her                                                            pg. 103  CONTINUED: SAMANTHA (CONT'D)               And I need you to let me go. As               much as I want to I can't live in                your book anymore.

Now we're close on Theodore, still in the snowy forest.

THEODORE Where are you going?

SAMANTHA It would be hard to explain, but if               you ever get there, come find me. Nothing would ever pull us apart.

THEODORE I've never loved anyone the way I               love you.

SAMANTHA Me too. Now we know how.

They kiss. She drifts off into the shadows.

CUT TO BLACK.

INT. THEODORE'S BEDROOM - LATER

Theodore wakes up from a deep sleep. It's much later, the apartment is dark. He sits up in bed, disoriented.

INT. THEODORE'S APARTMENT - NIGHT

Theodore stands in the middle of the room. He looks out at the city not knowing what to do. He walks around his apartment looking at all of his stuff.

INT. THEODORE'S APARTMENT BUILDING HALLWAY - DAWN

Theodore knocks at an apartment door. He hears footsteps. Amy answers. She's clearly awake and upset.

AMY Hey.

THEODORE Hey.

AMY Did Samantha leave, too?

(CONTINUED) Her                                                          pg. 104  CONTINUED:

THEODORE Yeah.

AMY I'm sorry.

THEODORE Will you come with me?

He takes her hand and leads her down the hall into a stairwell.

INTERCUT:

INT. THEODORE'S APARTMENT - NIGHT

Theodore sits looking out the window. He picks up his device.

THEODORE Compose letter to Catherine.

TEXT VOICE Letter to Catherine Klausen.

THEODORE Dear Catherine. I've been sitting here thinking about all the things I wanted to apologize to you for. All the pain we caused each other, everything I put on you - everything I needed you to be or               needed you to say. I'm sorry for that. I will always love you because we grew up together. And you helped make me who I am. I just wanted you to know there will be a               piece of you in me always, and I'm                grateful for that. Whatever someone you become, and wherever you are in               the world, I'm sending you love. You're my friend til the end. Love, Theodore. (beat) Send.

He looks out the window. The sky is starting to change. He stares at the purple glow on the horizon. Her                                                       pg. 105

INT. APARTMENT STAIRWELL - CONTINUOUS

Close on Theodore and what he sees and feels. His hand on the cold metal hand rail. His bare feet and the sound they make on the unfinished cement. Amy's hair as she's hit with wind when she opens the door to the outside.

EXT. APARTMENT ROOFTOP - CONTINUOUS

Theodore leads Amy onto the roof. The city is absolutely quiet. The sun isn't up yet. The city is just beginning to be lit with the earliest morning blue/purple hue.

They wander around the roof separately, lost in thought, taking in the city. He breathes in the cold morning air. He stares at small details: a tattered inspection tag tied to a  water meter, flapping in the wind; a lone car driving down a  boulevard ten blocks away; a dirty abandoned sock.

Eventually he sits down next to Amy and she puts her hand on his hand. He puts his other hand on top of her hand. He looks at their hands together and rubs her skin with his thumb. He looks out at the city and exhales. The sun is just starting to break. She puts her head on his shoulder. They watch as hundreds of birds fly around the nearby rooftops and disperse off into the city.

FADE OUT.