Memento_screenplay.txt

FADE IN:

1    INT. DERELICT HOUSE - DAY <>	1

A POLAROID PHOTOGRAPH, clasped between finger and thumb: a
crude, crime scene flash picture of a MAN'S BODY lying on a
decaying wooden floor, a BLOODY MESS where his head should
be.

The image in the photo starts to FADE as we SUPER TITLES. The
hand holding the photo suddenly FANS it in a rapid FLAPPING
motion, then holds it still. The image fades more, and again
the picture is FANNED.

As TITLES END the image fades to nothing. The hand holding
the photo FLAPS it again, then places it at the front of a
POLAROID CAMERA.

The camera SUCKS the blank picture up, then the FLASH BURSTS.

The Polaroid camera is lowered, revealing the sweaty, heavy-
breathing face of LEONARD (mid-30's). There are droplets of
blood across his face. Leonard stares, satisfied, at
something on the ground in front of him. There is WET BLOOD
on his BLUE SHIRT and BEIGE SUIT. His hand opens and catches
a HANDGUN which leaps up into his grasp.

Still staring, he crouches down and pulls a BODY off the
floor by the wet hair of its BLOODY HEAD. He slowly inserts
the barrel of the gun into the bloody mess where the mouth
should be.

Leonard FLINCHES. A DEAFENING ROAR as wet red leaps off his
face and suit and head, with a SPASM, reassembles itself
into the face of TEDDY (40's, moustache) and we-

							CUT TO:

2    INT. MOTEL ROOM 21 - DAY ##BLACK AND WHITE SEQUENCE##	   2

Close on Leonard's eyes. He rolls them to one side, then
turns his head.

				LEONARD (V.O.)
		So where are you?

Leonard lifts his head. He is lying on a queen-sized bed.

				LEONARD (cont'd)
		You're in some motel room.

							CUT TO: 








							2.

3    EXT. DERELICT BUILDING - DAY <>		   3

A late model Jaguar bumps across some railroad tracks and
approaches a large, clearly abandoned DERELICT BUILDING.
Leonard is driving. He wears a BEIGE SUIT and BLUE SHIRT (no
blood). Next to him is TEDDY. Leonard stops the car next to a
PICKUP TRUCK sitting Outside the derelict building. Leonard
kills the engine, staring at the pickup.

				LEONARD
		Looks like somebody's home.

Teddy looks from Leonard to the pickup and back.

				TEDDY
		That thing's been here for years.

Leonard gets out of the Jaguar and moves to the pickup. He
inspects it with a methodical, practiced eye. Teddy follows.

				LEONARD
		I think you're wrong. These tracks aren't	*
		more than a few days old.

Leonard opens the door of the pickup and searches the
interior. On the dirty vinyl of the passenger seat he finds	*
six BULLETS. Leonard picks two of them up and studies them.	*
He drops them onto the dashboard then SHUTS the door.		*

				LEONARD (cont'd)
		Let's take a look inside.

Leonard walks towards the house, patting his jacket pockets.
Teddy leans on the pickup, uneasy, watching Leonard.

4    INT. DERELICT BUILDING - DAY <>			4

Leonard stands in the dimly-lit, decaying former hallway. He
pulls a stack of POLAROID PHOTOGRAPHS out of his pocket and
leafs through them as Teddy starts walking towards him.

Leonard finds a photo showing Teddy with a shit-eating grin
standing in front of the pickup truck. On the broad white
strip beneath the photo is handwritten:

"TEDDY GAMMELL TEL. 555 0134"

Leonard flips the photo over. On the white strip on the back,
in the same small handwriting.






						(CONTINUED)

MEMENTO Pink Revisions - 9/7/99
								3.

4    CONTINUED:							4

"DON'T LISTEN TO HIS LIES"

"HE IS THE ONE"

"KILL HIM"

				LEONARD (V.0.)			*
		I've finally found him. How long have I		*
		been looking?					*

Leonard stuffs the Polaroids back into his pocket, reaches
around to the back of his waistband and draws a HANDGUN,
keeping it out of Teddy's line of sight. Teddy enters, wary.

				TEDDY
		Find anything? Didn't think so, let's go,
		yeah?

Leonard neither replies nor turns around. Teddy, worried,
affects a casual air, shrugging dismissively,

				TEDDY (cont'd)
		Fuck this.

Teddy turns and heads for the door. Leonard LEAPS on him,
pistol-whipping him furiously as he shouts:

				LEONARD
		YOU PAY FOR WHAT YOU DID! YOU BEG
		FORGIVENESS, THEN YOU PAY!

Teddy is down. Leonard DRAGS him back, deeper into the dark  
house. Leonard is in a frenzy. He dumps Teddy at the end of
the hall and stands over him. Teddy SPITS BLOOD.

				TEDDY
		You don't have a clue, you freak.

Leonard crouches down and grabs Teddy by the lapels.

				LEONARD
		Beg my forgiveness! Beg my wife's
		forgiveness before I blow your brains
		out!

				TEDDY
		Leonard, you don't have a clue what's
		going on. You don't even know my name.

				LEONARD
			 (triumphant smile)
		Teddy!

							(CONTINUED)

MEMENTO Pink Revisions - 9/7/99
								3A.

4    CONTINUED: (2)						  4	


				TEDDY
		You read it off your fucking photo. You
		don't know me, you don't even know who 
		you are.

							(CONTINUED)
MEMENTO Pink Revisions - 9/7/99

								4.

4    CONTINUED: (2)						4

				LEONARD
		I'm Leonard Shelby, I'm from San
		Francisco and I'm -

				TEDDY
		    (bloody grin)
		That's who you were, you don't know who
		you are.

				LEONARD
		Shut your mouth!

				TEDDY
		Lemme take you down in the basement and
		show you what you've become.

Teddy gestures towards the basement door, in pain, but
enjoying Leonard's growing anxiety.

				TEDDY (cont'd)
		    (intimate)
		C'mon, Lenny - we'll take a look down
		there together. Then you'll know. You'll
		know what you really are.

Leonard glances fearfully at the door, then looks at Teddy.
He THRUSTS the barrel of his gun into Teddy's mouth and WE
ARE AT THE SHOT FROM THE END OF THE OPENING SEQUENCE. Teddy
panics, shaking his head, trying to talk around the metal,
but GAGS just as Leonard pulls the trigger. A SHOT rings out
as we -

							CUT TO:

5    INT. MOTEL ROOM 21 - DAY ##BLACK AND WHITE SEQUENCE##	   5

Leonard lies on the queen-sized bed. He lifts his head.

				LEONARD (V.O.)
		So you're in some motel room...

He gets up, surveys the room as if for the first time. He
wears BOXERS and a PLAID WORK SHIRT.

				LEONARD (cont'd)
		... you don't know how long you've been
		there, or how you got there...

There is a room key on the dresser. The plastic tag
identifies it as the key to ROOM 21. Leonard opens drawers in
the room.




							    (CONTINUED)   
							5.

5    CONTINUED:							 5

				LEONARD (cont'd)
		Just some anonymous motel room. Won't
		tell you anything. Nothing in the
		drawers, but you look anyway.

He reaches for the bedside table drawer.

				LEONARD (cont'd)
		Nothing except the Gideon Bible.

He opens the drawer to find a Gideon Bible.

							CUT TO:

6    INT. DISCOUNT INN OFFICE - DAY <>		 6

E.C.U. of fingers rifling bills in a wallet. Leonard counts
out some money and hands it to the fat, sweaty middle-aged
man behind the counter. (BURT). Burt takes the money,
spotting something over Leonard's shoulder.

				BURT
		That guy's here already.

Burt TAPS the POLAROID PHOTOGRAPH of Teddy which is sitting
on the counter. Leonard picks up the photo and turns to see
Teddy APPROACHING the glass door of the office. Leonard
watches carefully as Teddy shambles up to the office door. A
BELL CHIIIES as Teddy enters and breaks into his shit-eating
grin. Leonard slips the photo into his pocket.

				TEDDY
		 Lenny!

Leonard nods in apparent recognition, wary.

				LEONARD
		It's Leonard... like I told you before.

Teddy pretends to think hard.

				TEDDY
		Did you? I musta forgot. I'm Teddy.			    *

				LEONARD
		    (smiles)
		I guess I've told you about my condition.

Teddy grins and holds the door open for Leonard.

				TEDDY
		Only every time I see ya!



MEMENTO Pink Revision - 9/7/99
							6.							 

7    EXT. DISCOUNT INN CAR PARK - DAY <>	    7

Teddy starts for a GREY SEDAN. Leonard pauses behind him.

				LEONARD
		My car.

Teddy glances back in surprise.

				TEDDY
		This is your car.

				LEONARD
		    (shakes head)
		You're in a playful mood.

Leonard holds up a Polaroid of a late model JAGUAR.

				LEONARD (cont'd)
		Shouldn't make fun of somebody's				  *
		handicap.

Teddy smiles and heads for the BRAND-NEW JAGUAR parked
several cars further down.

				TEDDY
		Just trying to have a little fun.

8    INT. CAR - DAY <>					  8

Leonard drives, Teddy admires the new car' s interior,
reaching down around the seats, exploring the car with his
hands.

				TEDDY
		Roll your window up, will ya?

Leonard hits his window button. A few fragments of safety
glass rise out of the door, remnants of a broken window.

				LEONARD
		It's broken.

Teddy looks, curious.

				TEDDY
		I can get that fixed for you.

Leonard shrugs.

				TEDDY (cont'd)
		So where are we going, Sherlock?



							(CONTINUED)

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							6A.

8    CONTINUED:							 8

Leonard fishes a note out of his pocket.

							(CONTINUED)


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							7.							  

8    CONTINUED: (2)							  8

				LEONARD
		I got a lead on a place.

Leonard checks the note, then hands it to Teddy.

				TEDDY
		    (surprised at the note)
		What the hell you want to go there for?

				LEONARD
		You know it?

				TEDDY
		Yeah, it's just this fucked-up building.		    *
		Why are we going there?

				LEONARD
		    (smiling)
		I don't remember.

9    EXT. CONTINUOUS - DERELICT BUILDING - DAY <>9

The Jaguar crosses the railroad tracks and approaches the
DERELICT BUILDING. Leonard stops the car next to the PICKUP
TRUCK and kills the engine, staring at the pickup.

				LEONARD
		Looks like somebody's home.

10   INT. MOTEL ROOM 21 - DAY ##BLACK AND WHITE SEQUENCE##	   10

Leonard, wearing BOXERS and PLAID WORK SHIRT, takes the
GIDEON BIBLE out off the open bedside table drawer.

				LEONARD (V.0.)
		Nothing except the Gideon Bible.

He leafs through a couple off pages, then DROPS the Bible back
into the drawer and shuts it. He notices a MESSAGE written on
the back off his hand:

"REMEMBER SAMMY JANKIS"

				LEONARD (cont'd)
		Sammy Jankis had the same problem. He			  *
		tried writing himself notes. Lots of			   *
		notes. But he'd get confused.

Leonard licks his thumb, and rubs at the writing. To
Leonard's surprise, IT DOES NOT EVEN SMUDGE.

He notices his bare legs. There is a NOTE taped to his RIGHT
THIGH with a handwritten message:

(CONTINUED)
MEMENTO Pink Revisions - 9/7/99
							8.

10   CONTINUED:							 10

"SHAVE"

Leonard pulls the note off, studying it carefully.

							CUT TO:

11   INT. DISCOUNT INN ROOM 304 - DAY <>	    11 *

Close on the Polaroid of Teddy. Leonard flips it over. On the
back are the messages:

"DON'T BELIEVE HIS LIES"

"HE IS THE ONE"

Leonard writes another message beneath these two:

"KILL HIM"

He sticks the photo of Teddy BETWEEN HIS TEETH as he holds
his HANDGUN up and checks that it is loaded. He sticks the
GUN in the back of his waistband, the PHOTO in his jacket
pocket, slings the POLAROID CAMERA over his shoulder.

12   EXT. DISCOUNT INN - DAY <>			   12 *

Leonard leaves room 304 and heads to the office. He pauses
just outside the glass door, breathing, psyching himself up.

13   INT. DISCOUNT INN OFFICE - DAY <>		 13 *

Leonard enters , confident, smiling at the man behind the
desk, BURT (fat, sweaty, 40's). Burt smiles back.

				BURT
		Hiya.

				LEONARD
		I'm Mr. Shelby from 304.

				BURT
		What can I do for you, Leonard?

				LEONARD
		I'm sorry... um... ?

				BURT
		Burt.

				LEONARD
		Burt, I'm not sure, but I may have asked
		you to hold my calls -
							    (CONTINUED)
MEMENTO Blue Revisions - 8/27/99

							9.

13   CONTINUED:							 13

				BURT
		You don't know?

				LEONARD
		I think I may have. I'm not good on the
		phone.

				BURT
		   (nods)
		You said you like to look people in the
		eye when you talk to them. Don't you
		remember?

				LEONARD
		That's the thing. I have this condition.

				BURT
		Condition?

				LEONARD
		I have no memory.

				BURT
		Amnesia?

				LEONARD
		No. It's different. I have no short-term
		memory. I know who I am and all about
		myself, but since my injury I can't make
		any new memories. Everything fades. If we
		talk for too long, I'll forget how we
		started. I don't know if we've ever met
		before, and the next time I see you I
		won't remember this conversation. So if I
		seem strange or rude, that's probably...

He notices that Burt is staring at him as if he were an
exotic insect.

				LEONARD (cont'd)
		I've told you this before, haven't I?

				BURT
		   (nods)
		I don't mean to mess with you. It's just
		so weird. You don't remember me at all,
		and we talked a bunch of times.

Leonard shrugs.

				BURT (cont'd)
		What's the last thing you remember?



							(CONTINUED)
							10.

13   CONTINUED: (2)							  13

Leonard looks through Burt, thinking.

				LEONARD
		My wife.

				BURT
		    (fascinated)
		What's it like?

				LEONARD
		Like waking. Like you always just woke
		up.							 *

				BURT
		That must suck. All... backwards.				 *

Leonard raises his eyebrows in enquiry.					*

				BURT (cont'd)						 *
		Well, like.. you gotta pretty good idea			*
		of what you're gonna do next, but no idea		   *
		what you just did.							 *
		    (chuckles)							*		    
		I'm the exact opposite.						 *

				LEONARD
		    (focuses on Burt)
		How long have I been here?

				BURT
		Couple days.

				LEONARD
		So you're holding my calls?

				BURT
		As requested.

Leonard reaches into his pocket and pulls out his Polaroids

				LEONARD
		Okay, but this guy's an exception.

Leonard places the Polaroid of Teddy on the counter in front
of Burt. Burt looks at it.

				LEONARD (cont'd)
		Know this guy?

				BURT
		Your friend, right?


							(CONTINUED)

MEMENTO Pink Revisions - 9/7/99
							10A.

13   CONTINUED: (3)							  13

				LEONARD
		What makes you think he's my friend?

				BURT
		Seen you together, that's all.

				LEONARD
		He's not my friend, Burt. But if he
		calls, or if he turns up here, then you
		give me a call in my room, okay?

							(CONTINUED)
							11.

13   CONTINUED: (3)							  13

				BURT
		Sure. But nobody else, right?

				LEONARD
		Just this guy.

Leonard indicates the Polaroid of Teddy.

				LEONARD (cont'd)
		I hope my condition won't be a problem
		for you.

				BURT
		Not if you remember to pay your bill.

Leonard smiles and reaches into his wallet.

E.C.U. of fingers rifling bills in a wallet. Leonard counts
out some money and hands it to Burt. Burt takes the money,
spotting something over Leonard's shoulder.

				BURT (cont'd)
		That guy's here already.

Burt TAPS the POLAROID PHOTOGRAPH of Teddy which is sitting
on the counter. Leonard picks up the photo and turns to see
Teddy APPROACHING the glass door of the office.

							CUT TO:

14   INT. MOTEL ROOM 21 - DAY ##BLACK AND WHITE SEQUENCE##	   14

Leonard, in boxer shorts and plaid work shirt, rips the note
from his thigh. The note says "SHAVE".

15   INT. MOTEL ROOM 21 BATHROOM - DAY ##BLACK AND WHITE		15
SEQUENCE##

Leonard enters, sees a WHITE PAPER BAG on the counter by the
sink. On the bag is a handwritten message:

"SHAVE THIGH"

Leonard looks into the bag, then pulls out a can of SHAVING
FOAM, and a pack of DISPOSABLE RAZORS. He runs the hot water,
steps back and lifts his foot onto the sink. He is awkward
and uncomfortable. He notices an ICE BUCKET by the sink.

16   INT. MOTEL ROOM 21 - DAY ##BLACK AND WHITE SEQUENCE##	   16

Leonard sits on the bed applying SHAVING FOAM to his thigh.
The ICE BUCKET sits on the bedside table, steaming.



							(CONTINUED)
							12.

16   CONTINUED:							 16

Leonard starts awkwardly SHAVING his right thigh. The PHONE
RINGS and Leonard FLINCHES, NICKING his leg. He looks at the
phone, then reaches for the receiver.

17   INT. A RESTAURANT RESTROOM - DAY <>	    17		 

Leonard, in BEIGE SUIT and BLUE SHIRT flushes the urinal,
then moves to the sink and starts washing his hands. He
notices a MESSAGE written on the back of his hand.

"REMEMBER SAMMY JANKIS"

He stares at the message for a second, thoughtful, then tries
to scrub the writing off his skin. To his surprise, it is
INDELIBLE. Leonard looks at it, quizzical, then notices some
markings on his wrist, pulling his sleeve back to get a
better look. He can read the start of a message:

"THE FACTS:"

Leonard is about to roll his sleeve up further when the
restroom door opens and a MAN enters. Leonard dries his
hands, then exits the rest room.

18   INT. RESTAURANT - DAY <>				18

Leonard emerges .nto the waiting area of a crowded
restaurant. He glances around, lost, then pulls out his
Polaroids, flipping through them. Someone taps him on his
shoulder and he turns to see the smiling face of a waiter.

				WAITER
		Sir? You left these at your table.

Leonard looks down. The waiter hands him a BROWN ENVELOPE and
a MOTEL ROOM KEY (DISCOUNT INN, ROOM 304). On the envelope is
a handwritten message:

"FOR LEONARD, FROM NATALIE"

Leonard looks at his Polaroid photograph of the outside of
the Discount Inn motel. There is an address written beneath
it (7254 Lincoln Street).							    *

				LEONARD
		Thanks. Lincoln Street?

The Waiter glances at his Polaroid.

				WAITER
		You wanna go east on sixth.
		    (points)
		Just keep straight, all the way out of
		town, then take a right.

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							13.

19   EXT./INT. JAGUAR - DAY <>			    19

Leonard drives, consulting his Polaroid photos.

20   EXT. DISCOUNT INN ROOM 304 - DAY <>	    20 *

Leonard, BROWN ENVELOPE in hand, finds the door to room 304.

21   INT. DISCOUNT INN ROOM 304 - DAY <>	    21 *

Leonard enters, looks around as if for the first time. An
anonymous motel room, except that tacked to one wall is a
HAND-DRAWN CHART showing the layout of some streets, and
stuck to the edges of the chart are POLAROID PHOTOGRAPHS,
with ARROWS DRAWN from each photograph to a spot on the map.

Leonard inspects the photos. Some are buildings, some are
people. All have the HANDWRITTEN NOTES on the broad white strip
underneath the image.

Leonard gets Polaroids out of his pocket. The first one is of
the Discount Inn. He STICKS it onto an already-squashed lump    *
of blue tack at the end of an ARROW drawn from a location on
the outskirts of town.

The second photo is a blurred shot of a Brunette turning in a
doorway. The name NATALIE is written under the picture.
Leonard flips it over. On the back are two handwritten
messages. The first one has been completely scribbled over,
but the other one reads:

"SHE HAS ALSO LOST SOMEONE, SHE WILL HELP YOU OUT OF PITY"

Leonard nods, then sticks the photo to the chart. He steps
back looking over the Polaroids one by one: Natalie, Burt,
Discount Inn, Teddy.							    *

Leonard sits at the desk and opens the BROWN ENVELOPE. He
takes out a photocopy of a CAR REGISTRATION and a DRIVER'S
LICENSE. Both are in the name of JOHN EDWARD GAMMELL, but	  *
when Leonard looks at the picture on the license, he
recognizes the face. Leonard moves back to his wall chart,
finds the Polaroid of Teddy and compares it to the license
photo.

			    LEONARD (V.O.)
		This guy told me his name was Teddy.

He turns the photo over and examines the white stop on the
back. It says only:

"DON'T BELIEVE HIS LIES"



							(CONTINUED)

MEMENTO Blue Revisions - 8/27/99
							14.

21   CONTINUED:							 21

Leonard smiles. He goes to the phone and dials the number on
the Polaroid. A couple of rings, then it's answered.

				TEDDY
		Yup?

				LEONARD
		Mr Gammell?

				TEDDY
		Lenny, is that you?

				LEONARD
		John Gammell?

				TEDDY
		Lenny, it's Teddy. Look, stay there,
		okay? I'm gonna be right over.

				LEONARD
		I'll be waiting.							   *

Leonard hangs up, thinking. He looks at the writing on the
back of his hand, then pulls back his sleeve to reveal the words:

"THE FACTS:"

Leonard removes his jacket, then starts pulling off his shirt.

He has WRITING TATTOOED ALL OVER HIS CHEST, STOMACH AND ARMS.
MESSAGES in different styles of writing, some CRUDE, some
ELABORATE. The messages run in all directions, some UPSIDE-
DOWN, some BACKWARDS. Leonard examines his tattoos,
methodically. From Leonard's POV, the most striking is an
upside-down tattoo on his BELLY which says:

"PHOTOGPAPH: HOUSE, CAR, FRIEND, FOE"

On one FOREARM it says:

"THE FACTS:

FACT 1. MALE

FACT 2. WHITE"

On the other FOREARM:

"FACT 3. FIRST NAME: JOHN OR JAMES

FACT 4. LASTNAME: G-------"

							 (CONTINUED)

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							 15.

21   CONTINUED: (2)							   21

Leonard pulls down his trousers. On his right THIGH, crudely-
lettered:

"FACT 5. DRUG DEALER"

And immediately below this, in elegant, neat lettering:

"FACT 6. CAR LICENSE NUMBER: SG13 7IU"					 *

Leonard takes out the REGISTRATION DOCUMENT and examines it.
Holding the photo of Teddy and the registration document,
Leonard checks off his TATTOOED FACTS:

				LEONARD (cont'd)
		    (under his breath)
		White... male. First name... John. Last
		name... G for Gammell. Drugs. License			  *
		plate.
		    (checks document against tattoo
			on thigh)
		SG... 13... 7... IU. It's him. It's			    *
		actually him.

Leonard looks coldly at Teddy's smiling image.

				LEONARD (cont'd)
		I found you, you fuck.

Leonard turns the photo face down, takes a pen and writes:

"HE IS THE ONE"

Leonard drops the pen. Thinks. He looks at his chest through
the mirror and a backwards tattoo suddenly BECOMES CLEAR:

"JOHN G. RAPED AND MURDERED MY WIFE"

Leonard buttons his blue shirt, then writes on the back of
Teddy's picture:

"KILL HIM"

Leonard sticks the photo of Teddy BETWEEN HIS TEETH as he
holds his HANDGUN up and checks that it is loaded. He sticks
the GUN in the back of his waistband.

22   INT. MOTEL ROOM 21 - DAY ##BLACK AND WHITE SEQUENCE##	   22

Leonard, in his boxers and plaid work shirt, shaving foam on
thigh, drops his disposable razor and cautiously picks up the
RINGING PHONE.


							(CONTINUED)

MEMENTO Blue Revisions - 8/27/99    
							16.

22   CONTINUED:							 22

				LEONARD
		Who is this?
		    (listens)							 *

He unbuttons his shirt.

				LEONARD (cont'd)
		And we spoke earlier? I don't remember			 *
		that.
		    (listens)
		Well, yeah, but it's not amnesia. I			    *				
		remember everything from before my
		injury, I just can't make any new
		memories.
		    (listens)

Leonard pulls his shirt off. There is a BANDAGE on his LEFT
ARM. He looks do at the TATTOOS ALL OVER HIS CHEST, STOMACH	*
AND ARMS.

				LEONARD (cont'd)
		So I can't remember talking to you. What
		did we talk about?
		    (nods)
		Sammy Jankis. Yeah, I guess I tell
		people about Sammy to help them
		understand. Sammy's story helps me
		understand my own situation.

Leonard touches the tattoo on the back of his hand.

				LEONARD (cont'd)
		Sammy Jankis wrote himself endless
		notes. But he'd get mixed up. I've got a
		more graceful solution to the memory
		problem. I'm disciplined and organized.
		I use habit and routine to make my life
		possible. Sammy had no drive. No reason
		to make it work.

Leonard can see his reflection in the mirror. He studies the
tattoo across his chest:

"JOHN G. RAPED AND MURDERED MY WIFE".

				LEONARD (cont'd)
		Me? I gotta reason.








MEMENTO Pink Revisions - 9/7/99
							17.

23   EXT. THE CITY GRILL ON MAIN ST. - DAY <>    23

Leonard parks the Jaguar, gets out, stops outside the door to
a restaurant, checking its name against a NOTE, written on a    *
SMALL PAPER BAG FROM A PHARMACY. The note says:			  *

"CITY GRILL, MAIN ST. THURSDAY, 1.OOPM MEET NATALIE FOR INFO"

He sticks the note in his pocket and pulls out his Polaroid
photographs. He flips through them until he finds Natalie's.
Leonard flips the picture over. On the back are two
handwritten messages. The first one has been completely
scribbled over, the second reads:

"SHE HAS ALSO LOST SOMEONE, SHE WILL HELP YOU OUT OF PITY"

24   INT. THE CITY GRILL ON MAIN STREET - DAY <> 24

Leonard enters, walking slowly down the aisle, looking at all
the customers. He makes eye contact with a WOMAN (brunette,
30's) sitting alone, wearing SUNGLASSES. Her face betrays	  *
nothing. Leonard walks past. She sighs and grabs the back of
his jacket as he passes. Leonard spins around.

				LEONARD
		Natalie.

Leonard slips into the seat opposite her. Natalie is pretty,
but has bruising around one eye, and a mark on her lip.

				NATALIE
		You don't remember me.

				LEONARD
		    (friendly smile)
		Sorry, I should have explained. You see,
		I have this condition -

				NATALIE
		You did explain, Lenny.

Leonard shifts uncomfortably.

				LEONARD
		Please call me Leonard. My wife called me
		Lenny.

				NATALIE
		You told me.

Leonard raises his eyebrows, then smiles.


							(CONTINUED)

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							18.

24   CONTINUED:							 24

				LEONARD
		Then I probably told you how much I hated		 
		it. Could you take off your sunglasses?			*
		It's just hard for me -						 *

Natalie takes them off to reveal her bruises.			    *

				NATALIE
		Yeah.

				LEONARD
		So you have information for me?

				NATALIE
		Is that what your little note says?

				LEONARD
		Yes.

				NATALIE
		Must be tough living life according to a
		few scraps of paper. Mix up your laundry
		list and your grocery list, you'll be
		eating your underwear.

Natalie smiles.

				NATALIE (cont'd)
		But I guess that's why you got those
		freaky tattoos.

Leonard is surprised.

				LEONARD
		It is tough. Almost impossible. I'm sorry
		I can't remember you. It's not personal.

Natalie's smile fades.

				NATALIE
		I'm sorry.

She takes a BROWN ENVELOPE out of her handbag.

				NATALIE (cont'd)
		I do have information for you. You gave
		me a license plate number? I had my
		friend at the DMV trace it. Guess what name came up.

Leonard shrugs.



							(CONTINUED)

MEMENTO Pink Revisions - 9/7/99
							18A.

24   CONTINUED: (2)							  24

				NATALIE (cont'd)
		John Edward Gamme11. John G.


							(CONTINUED)

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							19.

24   CONTINUED: (3)							  24

				LEONARD
		You know him?

				NATALIE
		No. But the photo on his license looked
		familiar. I think he's been in the bar before

Natalie slides the envelope towards him, but stops short.

				NATALIE (cont'd)
		This is a copy of his registration,
		license, photo and all. Are you sure you
		want this?

				LEONARD
		Have I told you what this man did?				*

			  NATALIE
		Yes.

				LEONARD
		Then you shouldn't have to ask.

				NATALIE
		But even if you get your revenge, you
		won't remember it. You won't even know
		it's happened.

				LEONARD
		    (annoyed)							 *
		So I'll take a picture, get a tattoo.			  *
		    (calms)							   *
		The world doesn't disappear when you			   *
		close your eyes, does it? My actions			   *
		still have meaning, even if I can't			    *
		remember them. My wife deserves				   *
		vengeance, and it doesn't make any				*
		difference whether I know about it.			    *

				NATALIE
		Tell me about her again.

				LEONARD
		Why?

				NATALIE
		Because you like to remember her. I want
		to see you enjoy yourself.

				LEONARD
		She was beautiful. Perfect to me -				*


							(CONTINUED)

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							20.

24   CONTINUED: (3)							  24

				NATALIE
		Don't just recite the words. Close your
		eyes, remember her.

Leonard smiles and shuts his eyes.

INSERT FLASHBACK:

25   INT. LEONARD'S APARTMENT - DAY <>		 25

Random images of a woman (30's, black hair, plain). Jump cuts
of details: a smile, eating, tucking her hair behind her ear,
pulling on a pair of trousers, watching TV, shouting in
anger. Sitting on the edge of the bed in her underwear, she
TURNS as Leonard pinches her thigh.

				LEONARD (V.O.)
		You can only feel details. Bits and
		pieces which you didn't bother to put
		into words. And extreme moments you feel
		even if you don't want to. Put it
		together and you get the feel of the
		person, enough to know how much you miss
		them, and how much you hate the person
		who took them away.

26   INT. CITY GRILL - DAY - <>			   26

Leonard opens his eyes. Natalie is looking at him. She nods
and hands him the BROWN ENVELOPE.

				NATALIE
		I wrote an address in there, too. Might
		be useful. It's this abandoned place
		outside of town. I guy I know used to use
		it for his bigger deals.

				LEONARD
		Deals?

				NATALIE
		It's isolated.

				LEONARD
		Sounds perfect? What do I owe you?

				NATALIE
		I wasn't helping you for money.

				LEONARD
		Sorry.




							    (CONTINUED)
							21.

26   CONTINUED:							 26

				NATALIE
		It's not your fault. See, you have this
		condition...

Leonard smiles. Natalie reaches into her purse and pulls out
a MOTEL ROOM KEY.

				NATALIE (cont'd)
		Are you still at the Discount Inn? Room			*
		304? You left this at my place.

Leonard pulls out a Polaroid of the Discount Inn.			*

				LEONARD
		The Discount Inn, yeah.						 *

Natalie leaves the key and gets up from the table.

				NATALIE
		They treating you alright?

				LEONARD
		   (smiling)
		Don't remember.

				NATALIE
		You know what we have in common?

Leonard shrugs.

				NATALIE (cont'd)
		We're both survivors. Take care, Leonard.

Leonard watches Natalie leave. He sits at the table, looking
down at the BROWN ENVELOPE and the MOTEL ROOM KEY (ROOM 304).
Leonard rises, and heads to the restroom.

27   INT. RESTAURANT RESTROOM - DAY <>		 27

Leonard flushes the urinal, then moves to the sink and starts
washing his hands. He notices a MESSAGE written on the back
of his hand:

"REMEMBER SAMMY JANKIS"

27   CONTINUED:							 27

He stares at the message for a second, thoughtful, then tries
to scrub the writing off his skin. To his surprise, it is
INDELIBLE. Leonard looks at it, quizzical, then notices some
markings on his wrists, pulling his sleeve back to get a
better look. He can read the start of a message:

"THE FACTS:"
							(CONTINUED)
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							22.

27   CONTINUED:							 27

Leonard is about to roll his sleeve up further when the
restroom door opens and a MAN enters. Leonard dries his
hands, then exits the rest room.

28   INT. MOTEL ROOM 21 - DAY ##BLACK AND WHITE SEQUENCE##	   28
	  
Leonard (IN BOXERS, BANDAGED ARM) talks on the phone. He	   *
resumes SHAVING his thigh.

				LEONARD
		I met Sammy through work.
		    (listens)
		Insurance. I was an investigator. I'd			  *
		investigate claims to see which ones			   *
		were phony.							   *

Leonard dips the razor into the steaming ice bucket.		  *

				LEONARD (cont'd)
		I had to see through people's bullshit.
		It was useful experience, because now
		it's my life. When I meet someone, I
		don't even know if I've met them before.
		I have to look in their eyes and just
		figure them out. My job taught me that
		the best way to find out what someone
		knew was to let them talk.

29   INT. LEONARD'S OFFICE - DAY ##BLACK AND WHITE SEQUENCE##	29

Montage: Leonard, wearing a CHEAP DARK SUIT and TIE, sitting
opposite various DIFFERENT PEOPLE in an interview situation.

				LEONARD(V.0.)
		Throw in the occasional "why?" but just
		listen. And watch the eyes, the body			    *
		language.

Leonard watches the people's movements carefully. We see
close-ups off fiddling hands, neck scratching, etc.

				LEONARD (V.0.) (cont'd)
		It's complicated. You might catch a sign
		but attach the wrong meaning to it. If
		someone touches their nose while they're
		talking, experts will tell you it means
		they're lying. It really means they're
		nervous, and people get nervous for all
		sorts of reasons. It's all about context.






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							23.

30   INT. MOTEL ROOM 21 - DAY ##BLACK AND WHITE SEQUENCE##	   30

			    LEONARD (cont'd)
		I was good. Sammy was my first real
		challenge.

31   EXT. DISCOUNT INN - DAY <>			   31 *

The Jaguar pulls up. Leonard gets out and heads to the
office.

32   INT. DISCOUNT INN OFFICE - DAY <>		 32 *

Burt is behind the counter reading a magazine.

				LEONARD
		I'm sorry, I think I'm checked in here,
		But I've misplaced my key.

				BURT
		    (looks up)
		Hi, Leonard.

Burt puts his magazine down and gets up, sighing.

				BURT (cont'd)
		Probably in the room.

33   EXT. DISCOUNT INN - DAY <>			   33 *

Burt, swinging a pass key on a chain, leads Leonard along the
GROUND FLOOR to room 21, then unlocks it.

34   INT. DISCOUNT INN ROOM 21 - DAY <>		34 *

Leonard enters and SCANS the room. Burt picks his nails in
the doorway. Leonard moves to the unmade bed. There is a pile
of BLOODSTAINED TISSUES. On the bedside table is an ICE
BUCKET. Next to it is a DISPOSABLE RAZOR and a can of SHAVING
FOAM.

				LEONARD
		I don't see my key.

Burt looks up. He REALIZES something.

				BURT
		Shit. Wrong room.

				LEONARD
		What?

Burt tries to SHEPHERD Leonard out of the room.


							(CONTINUED)

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							24.

34   CONTINUED:							 34

				BURT
		This isn't your room. You're in 304. I
		Fucked up.

				LEONARD
		This isn't my room?

				BURT
		No, let's go.

				LEONARD
		Then why is this my handwriting?

Leonard picks a WHITE PAPER BAG up off the floor. Handwritten
on the side is a message:

"SHAVE THIGH"

				LEONARD (cont'd)
		Better tell me what the fuck's going on.

Burt looks uncomfortable.

				BURT
		This was your room. You're up in 304 now.

				LEONARD
		When was I in here?

				BURT
		Last week. Then I rented you another one
		On top of this.

				LEONARD
		Why?

				BURT
		Business is slow. I told my boss about
		You, about your condition. He told me to
		Try and rent you another room.

				LEONARD
		Why didn't you clean it out?					 *

				BURT
		    (shrugs)
		You're still paying for it. It's still
		Your room.

Leonard shakes his head, smiling.



							    (CONTINUED)

MEMENTO Blue Revisions - 8/27/99
							25.

34   CONTINUED: (2)							  34

				LEONARD
		So how many rooms am I checked into in
		this dump?

				BURT
		Just two. So far.							  *

Leonard walks out past Burt.

				LEONARD
		Well, at least you're being honest about
		cheating me.

				BURT
		Yeah, well you're not gonna remember,
		anyway.

				LEONARD
		You don't have to be that honest, Burt.

				BURT
		Leonard.

Leonard turns. Burt grins.

				BURT (cont'd)
		Always get a receipt.

				LEONARD
		I'm gonna write that down.

Leonard fishes a piece of paper out of his pocket. There is a
message on it which he reads. It says:

"CITY GRILL, MAIN ST. THURSDAY, 1:00PM MEET NATALIE FOR
INFO"

Leonard looks up at Burt.

				LEONARD (cont'd)
		 What time is it?

35   EXT. ROAD - DAY <>					 35

The Jaguar speeds along.
						 
36   EXT. THE CITY GRILL ON MAIN STREET - DAY <> 36

Leonard checks the restaurant name against the note. He gets
out his Polaroids, FLIPPING through them until he finds the
one of Natalie.




MEMENTO Blue Revisions - 8/27/99 
							26.

37   INT. THE CITY GRILL ON MAIN STREET - DAY <> 37

Leonard walks through the restaurant, checking the patrons.
He makes eye contact with Natalie, but walks past her table.
She sighs and grabs the back of his jacket.

							CUT TO:

38   INT. MOTEL ROOM 21 - DAY ##BLACK AND WHITE SEQUENCE##	   38

Leonard (in boxers, bandaged arm) SHAVES his thigh, talking	*
on the phone.

				LEONARD
		I'd just become an investigator when I
		came across Sammy. Mr Samuel R. Jankis -
		strangest case ever. Guy's 58, semi-
		retired accountant. He and his wife had
		been in this car accident... nothing too
		serious, but he's acting funny - he
		can't get a handle on what's going on.

39   INT. A DOCTOR'S OFFICE - DAY ##BLACK AND WHITE SEQUENCE##    39

A DOCTOR examines SAMMY'S head. SAMMY'S WIFE looks on.

				LEONARD(V.O.)
		The doctors find some possible damaqe to
		the hippocampus, nothing conclusive. But
		Sammy can't remember anything for more
		than a couple minutes. He can't work,
		can't do shit, medical bills pile up,
		his wife calls the insurance company and
		I get sent in.

40   INT. JANKIS HOUSE - MESSY SUBURBAN LIVING ROOM - DAY ##BLACK 40
AND WHITE SEQUENCE##

SAMMY sits smoking, smiling at Leonard (CHEAP SUIT and TIE).

				LEONARD (V.0.)
		My first big claims investigation - I
		really check into it. Sammy can think
		just fine, but he can't make any new
		memories, he can only remember things
		for a few minutes.

Sammy watches a commercial on T.V.







							(CONTINUED)

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							27.

40   CONTINUED:							 40

				LEONARD (V.0.) (CONT'D)
		He'd watch T.V., but anything longer than
		a couple of minutes was too confusing,
		he couldn't remember how it began. He
		liked commercials. They were short.
							    *

Sammy rolls a small GLASS BOTTLE between the palms of his
hands. Mrs. Jankis rolls up her sleeve. Leonard watches as
Sammy takes a SYRINGE and pushes the needle through the
rubber of the bottle. The label is marked "INSULIN".

				LEONARD (V.O.)(cont'd)
		The crazy part was that this guy who
		couldn't follow the plot of "Green
		Acres" could do the most complicated
		things as long as he had learned them
		before the accident...

Sammy INVERTS the bottle and syringe, DRAWS the insulin into
the syringe, withdraws the needle, holds it up to check for
bubbles, TAPPING it delicately.

				LEONARD (V.0.) (CONT'D)
		... and as long as he kept his mind on
		what he was doing.

Sammy wipes a spot on Mrs. Jankis' arm with a swab, then
gently PINCHES the skin and confidently INSERTS the needle.	*
Mrs Jankis winces.							 *

				MRS JANKIS						    *
		Gentle.							  *

Sammy looks up, worried. Mrs Jankis smiles at him. Sammy pushes *
the plunger, withdraws the needle and presses the swab against  *
the skin, lookinq into Mrs Jankis' eyes and smiling back.	  *

41   INT. JANKIS HOUSE FRONT HALL - DAY ##BLACK AND WHITE	    41
SEQUENCE##

Mrs. Jankis opens the front door to Leonard. Leonard shakes
hands with Sammy, who smiles at him in apparent recognition.

				LEONARD (V.0.)
		The doctors assure me that there's a
		real condition called Korsokoff's
		syndrome; short-term memory loss, rare
		but legit. But every time I see him I
		catch a look of recognition. Just a
		slight look, but he says he can't
		remember me at all.
				(MORE)
							(CONTINUED)

MEMENTO Pink Revisions - 9/7/99
							27A.

41   CONTINUED:							 41

				LEONARD (cont'd)
		I can read people and I'm thinking bad			 *
		actor. Now I'm suspicious and I order
		more tests.

CUT BACK TO LEONARD IN MOTEL ROOM:


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							28.

42   INT. MOTEL ROOM 21 - DAY ##BLACK AND WHITE SEQUENCE##	   42

Leonard DABS at some blood on his thigh with toilet paper.

				LEONARD
		His wife has to do everything. Sammy can
		only do simple stuff. He couldn't pick
		up any new skills at all, and that's how
		I got him.

43   EXT. MAIN STREET - DAY <>			    43

Leonard's Jaguar pulls up at a red light. Suddenly Teddy is
BANGING on the window.

				TEDDY
		Lenny! I thought you'd gone for good.
		What brings you back?

Leonard looks at Teddy, sizing him up.

				LEONARD
		Unfinished business. What made you think
		I wasn't coming back?

				TEDDY
		You said you were leaving town.

				LEONARD
		Things change.

				TEDDY
		So I see. It's good to see you. My name's
		Teddy.

				LEONARD
		Guess I've told you about my condition.

				TEDDY
		    (grins)
		Only every time I see ya! Come on, I'll
		buy you lunch.

44   INT. DINER - DAY <>					44

Teddy pours ketchup all over his steak. Leonard plays with
his food.

				TEDDY
		Not hungry?






							(CONTINUED)

							29.

44   CONTINUED:							 44

				LEONARD
		    (shrugs)
		It's my condition. I never know if I've
		already eaten, so I always just eat small
		amounts.

				TEDDY
		You don't have to remember to be hungry.

				LEONARD
		It's weird, but if you don't eat for a
		while then your body stops being hungry.
		You get sort of shaky but you don't
		realize you haven't eaten. Have I told
		you about Sammy Jankis?

				TEDDY
		Yeah, yeah. I heard enough about him.
		Tell me about John G. You still think
		he's here, right?

				LEONARD
		Who?

				TEDDY
		The guy you're looking for, Johnny G.
		That's why you haven't left. Am I right?

Leonard shrugs. Teddy licks his fingers and frowns.

				TEDDY (cont'd)
		Leonard, you need to be very careful.

				LEONARD
		Why?

				TEDDY
		Well, the other day you made it sound
		like you thought somebody might be trying
		to set you up. Get you to kill the wrong
		guy.

				LEONARD
		Yeah, well I go on facts, not
		recommendations, okay?

				TEDDY
		Lenny, you can't trust a man's life to
		your little notes and pictures.

				LEONARD
		Why?



							(CONTINUED)
							30.

44   CONTINUED: (2)							  44

				TEDDY
		Because you're relying on them alone. You
		Don't remember what you've discovered or
		how. Your notes might be unreliable.

				LEONARD
		Memory's unreliable.

Teddy snorts.

				LEONARD (cont'd)
		No, really. Memory's not perfect. It's
		not even that good. Ask the police,
		eyewitness testimony is unreliable. The
		cops don't catch a killer by sitting
		around remembering stuff. They collect
		facts, make notes, draw conclusions.
		Facts, not memories: that's how you
		investigate. I know, it's what I used to
		do. Memory can change the shape of a room
		or the color of a car. It's an
		interpretation, not a record. Memories
		can be changed or distorted and they're
		irrelevant if you have the facts.

				TEDDY
		You really want to find this guy?

				LEONARD
		He took away the woman I love and he took
		away my memory. He destroyed everything;
		my life and my ability to live.

				TEDDY
		You're living.

				LEONARD
		Just for revenge. That's what keeps me
		going. It's all I have.

Teddy considers this.

				 TEDDY
		We'll find him. Where are you staying?

Leonard reaches into his pocket and takes out a Polaroid.

				LEONARD
		Discount Inn. Don't know what room;
		haven't got my key.

				TEDDY
		Probably left it in your room.


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							31.

45   EXT. DISCOUNT INN - DAY <>			   45 

The Jaguar pulls up. Leonard gets out and heads to the
office.

46   INT. DISCOUNT INN OFFICE - DAY <>		 46

Leonard enters. Burt is behind the counter reading a
magazine.

				LEONARD
		I'm sorry, I think I'm checked in here,
		but I've misplaced my key.

				BURT
		    (looks up)
		Hi, Leonard.

47   INT. MOTEL ROOM 21 - DAY ##BLACK AND WHITE SEQUENCE##	   47

Leonard (in boxers, bandaged arm shaving foam on thigh,	    *
strides the row, talking on the phone and gesticulating with
a disposable razor.

				LEONARD
		So Sammy can't learn any new skills. But
		I find something in my research:
		Conditioning. Sammy should still be able
		to learn through repetition. It's how 
		you learn stuff like riding a bike,
		things you don't think about, you just
		get better through practice. Call it
		muscle memory, whatever, but it's a
		completely different part of the brain
		from the short-term memory. So I have
		the doctors test Sammy's response to
		conditioning...

48   INT. EXAMINATION ROOM - DAY ##BLACK AND WHITE SEQUENCE##	48

Sammy sits at a table. A DOCTOR sits opposite pointing out
various METAL OBJECTS sitting on the table.

				DOCTOR
		Just pick up any three objects.

				SAMMY
		    (amused)
		That's a test? Where were you guys when
		I did my CPA?





							(CONTINUED)

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							32.
48   CONTINUED:							 48

Sammy PICKS UP an object and gestures to the Doctor for
applause. Sammy goes for a second object, but gets a SHOCK
which makes him recoil in pain. (LEONARD TO SUBSTITUTE)		*

				SAMMY (cont'd)
		Ah! What the fuck?!

Sammy looks ACCUSINGLY at the Doctor.

				DOCTOR
		It's a test, Sammy.

				LEONARD (V.O.)
		Some of the objects were electrified,
		They'd give him a small shock.

BACK TO LEONARD IN MOTEL ROOM

49   INT. MOTEL ROOM 21 - DAY #BLACK AND WHITE SEQUENCE#		49

				LEONARD
		They kept repeating the test, always
		with the same objects electrified. The
		point was to see if he could learn to
		avoid the electrified objects. Not by
		memory, but by instinct.

50   INT. NATALIE'S BEDROOM: MESSY, CHEAPLY BUT ABUNDANTLY	   50
FURNISHED - MORNING <>

Leonard opens his eyes, naked in bed. He looks around,
confused. With a START, he realizes that someone else is in
the bed: a BRUNETTE with her back to him.

Leonard leans right over her to get a look at her face. It is
NATALIE. The BRUISE on her eye and the MARK on her lip are
worse than before.

She OPENS her eyes and is startled by the sight of Leonard's
hovering face.

				LEONARD
		Sorry. It's only me.

Leonard FLOPS down. Natalie wakes up fully and relaxes.

				NATALIE
		Sleep okay?

				LEONARD
		Yeah. You?

Natalie shrugs. She looks at her bedside clock.
							(CONTINUED)
MEMENTO Blue Revisions - 8/27/99

							33.

50   CONTINUED:							 50

				NATALIE
		I gotta be someplace.

She gets out of bed, wearing pajamas. Leonard swings his legs
out of the bed and realizes that he is wearing trousers and
socks. He looks at his tattoos, as if he has never seen them
before.

				NATALIE (cont'd)
		Pretty weird.

She is smiling at him in the mirror. Leonard smiles, shrugs.

				LEONARD
		Useful. You never write a phone number on
		your hand?

				NATALIE							  *
		    (through mirror)						    *
		I should be able to talk to my friend			  *
		about the license plate today.				    *

				LEONARD							  *
		Yeah, the license plate...					   *

				NATALIE							  *
		    (smiles)							  *
		John G's license plate number. You have			*
		it tattooed on your thigh.					   *

Natalie leaves the room. Leonard pulls down his trousers to	*
reveal two tattoos:							*

"FACT 5: DRUG DEALER"							   *

"FACT 6: LICENSE PLATE NUMBER SG13 1NU"					*

Leonard runs his finger over fact 6, then pulls his trousers    *
up and looks around the room. He spots his suit jacket		*
hanging over the back of a chair. He checks the pockets,
pulls out his Polaroids, flips through them: a Jaguar, the
Discount Inn, Natalie. He flips Natalie's picture over and
looks at the back. There are two messages, but the first one
has been completely scribbled over. The other one reads:

"HAS ALSO LOST SOMEONE, SHE WILL HELP YOU OUT OF PITY"

Leonard stuffs the photos back into his pocket, grabs a white
shirt of f the chair and pulls it on. Natalie comes back in
and starts to apply her makeup.



							(CONTINUED)

MEMENTO Pink Revisions - 9/7/99
							33A.

50   CONTINUED: (2)							  50

				NATALIE
		If it's registered in this state it'll			 *
		just take seconds to pull up his license
		and registration. I'll call when I've
		spoken to him.

				 LEONARD							 *
		Why don't we just arrange a meeting now?		    *
		I'm not too good on the phone.

Natalie takes her eye pencil and writes a NOTE on a SMALL BAG   *
FROM A PHARMACY. Leonard puts his jacket on. Natalie offers	*
him the note. It says:

"CITY GRILL, MAIN ST. THURSDAY, 1.OOPM MEET NATALIE FOR INFO"



							(CONTINUED)

MEMENTO Pink Revisions - 9/7/99

							34.

50   CONTINUED: (3)							  50

				LEONARD (cont'd)
		    (leading)
		It's great that you would... that you're
		helping me like this...

				NATALIE
		    (smiles)
		I'm helping you because you helped me.

Leonard nods.

				NATALIE (cont'd)
		So will you remember me next time you seo
		me?

Leonard shakes his head and reaches for the note. Natalie
grabs his lapel and pulls him down to her, kissing him gently
on the mouth.

				NATALIE (cont'd)
		I think you will.

				LEONARD
		    (smiles)
		I'm sorry.

Leonard heads for the door.

				NATALIE
		    (amused)
		Lenny, before you go, can I have my shirt
		back please?

She tosses him his blue shirt. Leonard looks down at the
white shirt which he has put on. It is way too small.

51   EXT. MAIN STREET - DAY <>			    51

The Jaguar pulls up to a red light. Suddenly Teddy is banging
on the window.

				TEDDY
		Lenny! I thought you'd gone for good.
		What brings you back?

52   INT. MOTEL ROOM 21 - DAY ##BLACK AND WHITE SEQUENCE##	   52 *

Leonard (in boxers, bandaged arm) STRIDES the room, shaving	*
foam on leg, razor in one hand, phone in the other.




							(CONTINUED)

MEMENTO Pink Revisions - 9/7/99
							35.

52   CONTINUED:							 52

				LEONARD
		They kept testing Sammy for months,
		always with the same objects carrying
		the electrical charge...

53   INT. EXAMINATION ROOM - DAY ##BLACK AND WHITE SEQUENCE##	53

Sammy sits across the testing table from the Doctor. Sammy
goes for a METAL OBJECT and RECOILS in pain from a SHOCK.

				SAMMY
		Ah! What the fuck?!

				DOCTOR
		It's a test, Sammy.

							    JUMP CUT TO:

54   INT. EXAMINATION ROOM - DAY #BLACK AND WHITE SEQUENCE#	  54

AS BEFORE, but Sammy is DRESSED DIFFERENTLY. He goes for an
object and is SHOCKED.

				SAMMY
		Ah! What the fuck?!

				DOCTOR
		It's a test, Sammy.

SAMMY EXTENDS A TREMBLING MIDDLE FINGER.

				SAMMY
		Yeah? Test this you fucking quack.

Sequence of JUMP CUTS of Sammy extending his MIDDLE FINGER
and RECOILING in shock from the objects.

				LEONARD (V.O.)
		Even with total short-term memory loss,
		Sammy should've learned to instinctively
		stop picking up the wrong objects. All
		previous cases of short-term memory loss
		had responded to conditioning in some
		way. Sammy didn't respond at all.

BACK TO LEONARD IN MOTEL ROOM

55   INT. MOTEL ROOM 21 - DAY #BLACK AND WHITE SEQUENCE#		55

				LEONARD
		It was enough to suggest his condition
		was psychological not physical.
				(MORE)


							(CONTINUED)
							36.

55   CONTINUED:							 55

				LEONARD (cont'd)
		We turned down his claim on the grounds
		that he wasn't covered for mental
		illness. Sammy's wife got stuck with the
		bills and I got a promotion for
		rejecting a big claim.

Leonard looks into the mirror.

				LEONARD (cont'd)
		Conditioning didn't work for Sammy, so
		he became helpless. But it works for me.
		I live the way Sammy couldn't. Habit and
		Conditioning. Acting on instinct.

56   EXT./INT. NATALIE'S FRONT DOOR - DUSK <>    56 *

Leonard pulls up in his Jaguar, gets out, rings the front
doorbell. It is opened by Natalie.

				LEONARD
		Natalie, right?

Natalie nods, wary of Leonard's barely concealed anger.
Leonard thrusts a Polaroid photo in her face.

				LEONARD (cont'd)
		Who the fuck is Dodd?

The photo is of a MAN who is BOUND, GAGGED, and BLOODY. On
the back of the photo:

"GET RID OF HIM, ASK NATALIE"

Natalie takes the picture and examines it.

				NATALIE
		Guess I don't have to worry about him
		anymore.

				LEONARD
		    (snaps)
		Who is he? What have you got me into?

Natalie looks up and down the street.

				NATALIE
		Come inside.

57   INT. NATALIE'S LIVING ROOM: COMFORTABLE AND MESSY - NIGHT    57
<>

Natalie shows Leonard in.
							(CONTINUED)

MEMENTO Blue Revisions - 8/27/99
							37.

57   CONTINUED:							 57

				NATALIE
		Calm down. You're not into anything. It
		was my problem, you offered no help. It's
		got nothing to do with your
		investigation.

				LEONARD
		That's the problem! How can I find John
		G. when I don't know what's going on?!
		How did you get me into this?!

				NATALIE
		Leonard, you offered to help when you saw
		what this guy did to me.

She gestures at the BRUISING on her face.

				LEONARD
		How do I know he did that to you?

				NATALIE
		I came to you straight after he did it. I
		showed you what he'd done and asked for
		your help.

				LEONARD
		So I just take your word?

				NATALIE
		Yes.

				LEONARD
		    (sighs)
		Something feels wrong. I think someone's
		fucking with me. Trying to get me to kill
		the wrong guy.

				NATALIE
		Did you?

				LEONARD
		What?

				NATALIE
		Kill him.

				LEONARD
		Course not.

Natalie waves the Polaroid at him.





							(CONTINUED)
							38.

57   CONTINUED: (2)							  57

				NATALIE
		This has nothing to do with you. You
		helped me out, and I'm grateful.

She tries to rip the picture. Leonard watches her try. The
plastic is too strong.

				LEONARD
		You have to burn them.

Natalie scrunches it up and throws it down. Leonard and
Natalie sit down on the couch.

				NATALIE
		You decided to help me. Trust yourself.
		Trust your own judgment. You can
		question everything, you can never know
		anything for sure.

				LEONARD
		There are things you know for sure.

				NATALIE
		Such as?

				LEONARD
		I know the feel of the world.
		    (reaches forward)
		I know how this wood will sound when I
		knock.
		    (raps knuckles on coffee table)
		I know how this glass will feel when I
		pick it up.
		    (handles glass)
		Certainties. You think it's knowledge,
		but it's a kind of memory, a kind you
		take for granted. I can remember so much.
		    (runs hands over objects)
		I know the feel of the world,
		    (beat)
		and I know her.

				NATALIE
		Your wife?

				LEONARD
		She's gone and the present is trivia,
		which I can scribble down as notes.

Natalie stares at Leonard, thinking.





							(CONTINUED)
							39.

57   CONTINUED: (3)							  57

				NATALIE
		Relax a little, okay? Take off your
		jacket.

Leonard takes his jacket off and places it on the back of the
couch, patting the pockets as he does so.

				LEONARD
		It's not easy to be calm when -

				NATALIE
		Just relax.

She reaches for his arm and unbuttons his cuff, revealing the
end of Leonard's tattoos.				 

				NATALIE (cont'd)
		You don't seem the type.

She pushes back the sleeve, trying to read the tattoo.
Leonard watches her.							    *

				NATALIE (cont'd)
		Come on.

She starts to unbutton his shirt. He watches. Natalie gasps
as she opens Leonard's shirt and pulls it back over his
shoulders. She tilts her head, trying to read the different
messages.

				NATALIE (cont'd)
		It's backwards.							    *							    

She pulls him up and turns him around in front of the mirror    *
to read the backwards tattoo across his chest.			   *

"JOHN G. RAPED AND MURDERED MY WIFE".

Natalie touches the blank area of skin above Leonard's heart.   *

				NATALIE (cont'd)					   *
		Here?							    *

Leonard looks down at the blank patch, then at Natalie,	    *
vulnerable, confused.							   *

				LEONARD							  *
		It's... it must be for when I've found him.		 *
							    *
She looks at Leonard. Leonard shrugs. Natalie studies		 *
Leonard's chest, avoiding his eyes.					    *

							(CONTINUED)
MEMENTO Pink Revisions - 9/7/99

							39A.

57   CONTINUED: (4)							  57


				NATALIE (cont'd)
		I've lost somebody.

				LEONARD
		I'm sorry.


							(CONTINUED)

MEMENTO Pink Revisions - 9/7/99

							40.

57   CONTINUED: (5)							  57

Natalie picks up a photograph from off a messy desk in the
corner. She shows it to Leonard. The picture shows Natalie
smiling and hugging a smirking YOUNG MAN (JIMMY). Natalie	  *
looks up at Leonard to see his reaction.

				NATALIE
		His name was Jimmy.

				LEONARD
		What happened?

				NATALIE
		He went to meet somebody and didn't come
		back.

				LEONARD
		Who did he go to meet?

Natalie studies Leonard.

				NATALIE
		A guy called Teddy.

Leonard does not react to the name.

				LEONARD
		What do the police think?

				NATALIE
		They don't look too hard for guys like
		Jimmy.

Natalie puts the photo down. She reaches out to Leonard,	   *
spreading her fingers over the blank part of his chest.	    *

				NATALIE (cont'd)
		When you find this guy, this John G.,
		what are you going to do?

				LEONARD
		Kill him.

				NATALIE
		Maybe I can help you find him. I know a			*
		lot of people.

58   INT. NATALIE'S BEDROOM - NIGHT <>		 58

Natalie, eyes closed, has her head on Leonard's chest. He is
   shirtless, lying on top of the covers.



							(CONTINUED)

MEMENTO Pink Revisions - 9/7/99
							41.

58   CONTINUED:							 58

				LEONARD
		I don't even know how long she's been			  *
		gone. It's like I've woken up in bed and
		she's not here because she's gone to the
		bathroom or something. But somehow I just		   *
		know that she'll never come back to bed.		    *
		I lie here, not knowing how long I've
		been alone. If I could just reach out and		   *
		touch her side of the bed I could know			 *
		that it was cold, but I can't. I have no		    *
		idea when she left.							*

Natalie's eyes are open.

				LEONARD (cont'd)
		I know I can't have her back, but I want		    *
		to be able to let her go. I don't want to
		wake up every morning thinking she's
		still here then realizing that she's not.
		I want time to pass, but it won't. How			 *
		can I heal if I can't feel time?

Leonard bends his head around to see if Natalie is awake. She
closes her eyes. Leonard gingerly slides from underneath her
and moves silently out of the bedroom.

59   INT. NATALIE'S LIVING ROOM - NIGHT <>	  59

Leonard enters the dark room. He goes to the couch and picks
up his shirt and his jacket. He notices the photograph which
Natalie showed him on top of some papers on a desk in the
corner. He holds it in a shaft of light from the streetlamp
outside, studying the photo of Natalie and Jimmy.

60   INT. NATALIE'S BEDROOM - NIGHT <>		 60

Natalie, eyes open, slides her hand over to where Leonard was
lying, feeling his residual warmth.

ii	61   INT. NATALIE'S LIVING ROOM - NIGHT <>	 
61

Leonard has his Polaroid photograph of Natalie out. He takes
a pen out of his jacket, rests the photo against the wall in
a patch of light and writes on the back, underneath the
message which has been scribbled out:

"SHE HAS ALSO LOST SOMEONE. SHE WILL HELP YOU OUT OF PITY"








MEMENTO Pink Revisions - 9/7/99
							42.

62   INT. NATALIE'S BEDROOM - CONTINUOUS - NIGHT <>

Leonard enters, deposits his jacket and shirt, then slides
into bed next to Natalie.

63   INT. MOTEL ROOM 21 - DAY ##BLACK AND WHITE SEQUENCE##	   63		

Leonard lies on the bed (in boxers, bandaged arm) talking on    *
the phone. He wipes the excess shaving foam from his thigh,
and feels the SMOOTHNESS of the clean-shaven skin.

				LEONARD
		Sammy's wife was crippled by the cost of
		supporting him and fighting the
		company's decision - but it wasn't the
		money that got to her.

64   INT. JANKIS HOUSE LIVING ROOM - DAY ##BLACK AND WHITE	   64
SEQUENCE##

Mrs. Jankis comes into the room. Sammy is seated, watching
T.V. He looks up at her with a smile. She smiles back, tense.

				LEONARD (V.0.)
		I never said that Sammy was faking. Just
		that his problem was mental, not
		physical. But she... she couldn't
		understand. She looks into his eyes and
		sees the same person. And if it's not a
		physical problem...

Sammy's Wife starts shouting at Sammy. Sammy squirms.

				LEONARD (V.0.) (CONT'D)
		... he should just... snap out of it.

Sammy's Wife THROWS her drink in Sammy's face, puts her head
in her hands, SOBBING. Sammy wipes his face on his sleeve.

BACK TO LEONARD IN MOTEL ROOM:

65   INT. MOTEL ROOM 21 - DAY ##BLACK AND WHITE SEQUENCE##	   65

Leonard, talking on the phone, empties the white paper bag
onto the bed beside him: Two cheap BALL-POINT PENS, SCOTCH
TAPE, a pack of NEEDLES, and a FILE CARD.








							(CONTINUED)

MEMENTO Pink Revisions - 9/7/99
							43.

65   CONTINUED:							 65

				LEONARD (cont'd)
		So good old Leonard Shelby from the
		insurance company gives her the seed of
		doubt, just like he gave it to the
		doctors. But I never said that Sammy was
		faking. I never said that.

Leonard takes a NEEDLE out of the packet.

66   INT. LEONARD'S APARTMENT WITH HIGH CEILINGS AND WOODEN FLOOR 66
  - NIGHT <>

We move along a hallway towards a closed door. An ominous	  *
rumbling builds.

A66  INSERT QUICK CUTS:							   A66

TREMBLING, SHALLOW-FOCUS EXTREME CLOSE UPS:

A glass bottle SHATTERS against black and white ceramic
tiles. A SUDDEN MOVEMENT glimpsed through a water-beaded
clear plastic shower curtain.

The shower curtain pulls TAUT across a GASPING FEMALE FACE.

Leonard's REFLECTION in a MIRROR which SHATTERS.

67   INT. DODD'S MOTEL ROOM - DAY <>		   67

Leonard opens his eyes, frightened. He is lying on the bed in
his beige suit and blue shirt.

				LEONARD (V.0.)
		Awake.

He rolls his eyes to one side.

				LEONARD (V.O.)(cont'd)
		Where am I?

He lifts his head and surveys the room.

				LEONARD (V.O.)(cont'd)
		Motel room.

He rises from the bed, looking at the room as if for the
first time. He starts looking in the dresser drawers, finding
nothing.

				LEONARD (V.O.)(cont'd)
		Some anonymous motel room. Nothing in the
		drawers, but you look anyway.

							(CONTINUED)

MEMENTO Pink Revisions - 9/7/99
							44.

67   CONTINUED:							 67

He grasps the handle of the bedside drawer.

				LEONARD (V.O.) (cont'd)
		Never anything but the Gideon...

Leonard pulls the drawer open, and pauses at what he sees.

				LEONARD (V.O.) (cont'd)
		... Bible.

In the drawer is a Gideon Bible. Resting on top of it is a
HANDGUN.

Leonard turns, looks over the rest of the room. He moves to
the bureau and opens drawers. Empty. He goes to the closet
and OPENS it.

Inside is a BOUND and GAGGED MAN on the floor, knees against
chest. His mouth is taped up with silver electrical tape,
stained with DRIED BLOOD from his swollen nose. He looks up
at Leonard, blinking in the sudden bright light, TERRIFIED.

Leonard SHUTS the closet door, CONFUSED. The Man in the
closet starts GRUNTING and BUMPING the closet door.

There is a KNOCK at the door. Leonard looks through the
peephole.

68   INT./EXT. DODD'S MOTEL - DAY <>		   68

INSERT LEONARD'S P.O.V.:

A FISH-EYE TEDDY, grinning and waving.

69   INT. DODD'S MOTEL - DAY <>			   69

Leonard looks around, trying to think. Teddy KNOCKS harder.
The Man in the closet BUMPS and GROANS. Leonard reaches into
his pocket and pulls out some Polaroids.

				LEONARD (cont'd)
		Just a minute!

He finds the one of Teddy, then sticks them back into his
pocket. He OPENS the door to Teddy and grins.

				LEONARD (cont'd)
		Teddy!

Teddy brushes past him into the room.

				TEDDY
		Finished playing with yourself, Lenny?


							    (CONTINUED)
							45.

69   CONTINUED:							 69

Teddy SLUMPS into a chair. Leonard tries to smile. There is a
faint GRUNTING and BUMPING from inside the closet. Teddy
notices the noise and grins.

				TEDDY (cont'd)
		I get it - amorous neighbors.

				LEONARD
		Why are you here?

				TEDDY
		    (surprised)
		You called me. You wanted my help. You
		know, Lenny, I've had more rewarding
		friendships than this one. Although I do
		get to keep using the same jokes.

Leonard thinks, then moves to the CLOSET and OPENS the door.
Teddy looks in DISBELIEF at the Man in the closet.

				TEDDY (cont'd)
		Who the fuck is that?

				LEONARD
		You don't know him?

				TEDDY
		No! Should I?

Leonard shrugs.

				TEDDY (cont'd)
		Is this John G.?

				LEONARD
		I don't think so.

				TEDDY
		Think so? You don't know? Didn't you
		write it down?

				LEONARD
		I might have fallen asleep before I did.

Teddy shakes his head, chuckling.

				TEDDY
		Ask him.

Leonard crouches down and RIPS the tape from the Man's mouth.

				LEONARD
		What's your name?


							    (CONTINUED)
							46.

69   CONTINUED: (2)							  69

The Man looks at Leonard, wary, says nothing. Leonard tweaks
his broken nose. The Man groans.

				LEONARD (cont'd)
		Your name.

				MAN
		Dodd.

				LEONARD
		Who did this to you?

				DODD
		    (confused)
		What?

				LEONARD
		Who did this to you?

				DODD
		You did.

Leonard replaces the gag and SHUTS the closet.

				TEDDY
		I'm not gonna help you kill this guy, if
		that's what -

				LEONARD
		No. No, just let me think for a minute.

Leonard moves to the dresser and starts methodically emptying
his pockets. He pulls a Polaroid out of his inside jacket
pocket.

				LEONARD (cont'd)
		Here we go.

The Polaroid shows Dodd sitting on the bed, BOUND, GAGGED and
BLEEDING. The name Dodd is written below the picture. Leonard
flips it over. On the back it says:

"GET RID OF HIM, THEN ASK NATALIE"

Teddy looks at the photo over Leonard's shoulder.

				TEDDY
		Natalie? Natalie who?

				LEONARD
		Why?




							(CONTINUED)
							47.

69   CONTINUED: (3)							  69
							
				TEDDY
		I think I know her.

Leonard sticks his pictures in his pocket.

				LEONARD
		We've got to get him out of here.

				TEDDY
		He's got to have a car, right? We just
		take him back to his car and tell him to
		get the fuck out of town before we kill
		him.

				LEONARD
		We can't just walk him out tied up and
		bleeding.

				TEDDY
		How'd ya get him in here in the first
		place?

				LEONARD
		I don't know.

Leonard looks around the room for inspiration.

				LEONARD (cont'd)
		Yes I do... this isn't my room.

Teddy looks around at the anonymous room.

				LEONARD (cont'd)
		It's his. He was already here. Let's just		   *
		go.							 *

Leonard starts for the door, Teddy lays a hand on his chest.    *

				TEDDY							    *
		Wait, we can't just leave him. The maid			*
		finds him, calls the cops. He's seen us now		 *

Leonard thinks.							    *

				LEONARD							  *
		Okay. We clean him up, untie him and			   *
		march him out with a gun in his back.			  *

				TEDDY
		Why would I have a gun?

Leonard fishes the HANDGUN out of the bedside table drawer.

							(CONTINUED)

MEMENTO Pink Revisions - 9/7/99
							47A.

69   CONTINUED: (4)							  69

				LEONARD
		It must be his. I don't think they'd let
		someone like me carry a gun.

				TEDDY
		Fucking hope not.

Leonard covers Dodd with the gun while Teddy pulls him out of
the closet. Dodd has trouble standing up straight.


MEMENTO Pink Revisions -  9/7/99
							48.

70   EXT. DODD'S MOTEL - DAY <>			   70

Teddy exits the room, glances around, motions for Leonard and
Dodd to follow. Dodd is cleaned up and unbound, Leonard is
pressed up right behind him. The three of them descend to the
parking lot.

				LEONARD
		Which one?

Dodd leads them to a new LANDCRUISER. Teddy whispers in
Leonard's ear.

				TEDDY
		We probably ought to take his car, you
		know, teach him a lesson.

				LEONARD
		Shut it, Teddy.

				TEDDY
		Easy for you to say, you've got the Jag.

				LEONARD
		I'll ride with him. You follow.

				TEDDY
		Give me your keys.

Leonard looks at him, suspicious.

				LEONARD
		Take your own car.

Teddy shrugs. Leonard motions Dodd into the driver's seat,
then slides into the passenger side. They pull out of the
parking lot, Teddy following in his GREY SEDAN.

71   EXT. SHOULDER OF HIGHWAY HEADING OUT OF TOWN - DAY <>

The Landcruiser PULLS OVER and stops. The grey sedan pulls up
behind. Leonard gets out of the Landcruiser and it PULLS AWAY
at speed. Leonard walks back to Teddy's car.

72   INT. GREY SEDAN - DAY							72

				TEDDY
		So was he scared?

				LEONARD
		Yeah. I think it was your sinister
		mustache that got him.




							(CONTINUED)
							49.

72   CONTINUED:							 72

Teddy leans over slightly so that he can see his reflection
in the rear view mirror. Leonard smiles. Teddy sees him.

				TEDDY
		Fuck you. We shoulda taken his car.

				LEONARD
		What's wrong with this one?

				TEDDY
		You like it? Let's trade.

73   EXT. ALLEY BEHIND THE MOTEL - DAY <>	   73

The grey sedan pulls up beside Leonard's Jaguar. Leonard gets
out.

				TEDDY
		So what are you gonna do now?

				LEONARD
		I'm gonna ask Natalie what the fuck that
		was all about.

				TEDDY
		Natalie who?

Leonard ignores him and gets into his Jaguar.

74   EXT. A MODEST SINGLE-STOREY HOUSE - NATALIE'S - DUSK	    74
<>

The Jaguar pulls up. Leonard checks the address against the
address written on his Polaroid of Natalie, then goes to the
door and RINGS the bell. It is opened by Natalie.

				LEONARD
		Natalie, right?

Natalie nods, wary of Leonard's tone. Leonard THRUSTS a
Polaroid in her face.

				LEONARD (cont'd)
		Who the fuck is Dodd?

The photo shows Dodd, BOUND, GAGGED and BLEEDING.

							CUT TO:

75   INT. MOTEL ROOM 21 - DAY ##BLACK AND WHITE SEQUENCE##	   75

Leonard (boxers, bandaged arm) talks on the phone as he takes
a NEEDLE and tapes it to the BALL-POINT PEN.
							(CONTINUED)

MEMENTO Pink Revisions -  9/7/99
							50.

75   CONTINUED:							 75

				LEONARD
		What Mrs. Jankis didn't understand was
		that you can't bully someone into
		remembering... the more pressure you're
		under, the harder it gets.
		    (listens)
		Then call me back.

Leonard hangs up.

76   INT. DODD'S MOTEL ROOM BATHROOM - DAY <>    76

Leonard sits on the toilet, grasping an empty VODKA BOTTLE by
the neck. He notices the bottle in his hands as if for the
first time.

				LEONARD (V.O.)
		Don't feel drunk.

Leonard looks up from the VODKA BOTTLE, sighs, rubs his face,
then stands up. He SNIFFS at his armpit.

He puts the empty bottle on the counter by the sink, then
wearily UNDRESSES.

Leonard, NAKED, looks in the mirror, then RUNS THE SHOWER
then steps under it, shutting the PEBBLED PLASTIC STALL DOOR.

Leonard SHOWERS. He turns the water off, then hears the DOOR
BEING UNLOCKED. Leonard freezes, standing in the SHOWER
STALL, NAKED and DRIPPING. Through the distortion of the
PEBBLED PLASTIC DOOR, Leonard sees a FIGURE enter the
bathroom and start pissing into the toilet. The distorted
Figure turns and approaches the shower stall, becoming
clearer as it gets closer, then YANKS the door open. It is
Dodd (WITHOUT INJURIES). He is SHOCKED to see the naked
Leonard. Leonard BURSTS out of the shower stall, SMASHING
Dodd against the wall.

Dodd STRUGGLES around, grabbing at the SLIPPERY, naked
Leonard. Dodd PUSHES against Leonard, SLASMMING him into the
sink.

Leonard has his arms around Dodd's neck. Leonard SMASHES
Dodd's head sideways into the wall, HARD.

Dodd SLUMPS to the floor. Leonard exhales. Dodd puts a FIST
in Leonard's crotch, then GRABS his neck as he doubles over.
Dodd uses Leonard to pull himself off the floor then PUNCHES
the side of his head and pushes him HARD, Leonard FLAILING
wildly, GRABBING THE EMPTY VODKA BOTTLE from by the sink as
he falls back into the bedroom. Dodd reaches into his INSIDE
POCKET.



							51.

77   INT. DODD'S MOTEL ROOM - DAY <>		   77

Leonard STUMBLES in, naked, from the bathroom, swings around,
HITTING Dodd square in the face with the empty vodka bottle,
which does not break.

Dodd lies still on the floor, bleeding, his hand still in his
inside jacket pocket. Leonard stands above him, naked,
dripping wet, catching his breath.

There is a KNOCK at the door.

				FEMALE VOICE (O.S.)
		Housekeeping.

The sound of a KEY entering the lock. Leonard LEAPS for the
door and flips the privacy latch.

				LEONARD
		Not just now!

Leonard listens to the maid withdraw her key. Leonard
SEARCHES Dodd, finding his GUN in his inside pocket. Leonard
examines the weapon, then starts to search the room. Leonard
finds an overnight bag at the bottom of the closet. Inside it
there are some clothes, spare ammunition, a large hunting
knife, and a roll of SILVER ELECTRICAL TAPE.

Leonard WRAPS the electrical tape around Dodd's wrists, then
across his mouth. Leonard finishes taping up Dodd, then sits
him on the edge of the bed. Leonard takes a POLAROID
PHOTOGRAPH of the bloody, taped-up Dodd.

Leonard shoves Dodd into the closet, takes out a NOTE and
consults it, then writes "DODD" on the white strip on the
front of the photograph. He flips the picture over and writes
on the strip on the back, in smaller writing:

"GET RID OF HIM, ASK NATALIE"

Leonard dresses, puts the Polaroid into the inside pocket of
his jacket. He looks again at the note. It says:

"DODD, MOUNTCREST INN ON 5TH STREET, ROOM 6"				*

"PUT HIM ONTO TEDDY OR JUST GET RID OF HIM FOR NATALIE"

Leonard picks the stack of Polaroids out of his outside
jacket pocket. He flips through them until he finds the one
of Teddy, then picks up the phone and dials Teddy's number.
The phone is answered:




							(CONTINUED)

MEMENTO Pink Revisions - 9/7/99
							52.

77   CONTINUED:							 77

				TEDDY (O.S.)
		You know what to do.

Then a BEEP. Leonard does not look like he knows what to do.

				LEONARD
		Ah, it's a message for Teddy...				   *

Leonard looks at the note.

				LEONARD (cont'd)
		I'm at the MOUNTCREST INN on 5th Street,
		Room 6, and I need you to come over as
		soon as you get this, it's important.
		This is Leonard. Thanks. Bye.

Leonard hangs up. He looks around the room. He slips the
HANDGUN into the bedside drawer, resting it on the GIDEON
BIBLE, then swings his feet up onto the bed and lies down.

							CUT TO:

78   INT. MOTEL ROOM 21 - DAY ##BLACK AND WHITE SEQUENCE##	   78


Leonard (boxers, bandaged arm) crooks his neck to hold the	 *
phone. In his hands is the PEN with the NEEDLE taped to it.

Leonard wiggles the needle, then applies more tape.

							CUT TO:

79   INT. MOTEL ROOM 21 - DAY ##BLACK AND WHITE SEQUEWCE##	   79

Leonard (boxers, bandaged arm) takes the NEEDLE/PEN in one
hand and picks up a CIGARETTE LIGHTER in the other.

Leonard IGNITES the lighter, then holds the needle over the flame.

He examines the NEEDLE, then holds it in the flame again.

Leonard puts down the lighter and picks up a second BALL-
POINT PEN.

80   EXT. DODD'S MOTEL - DAY <>			   80

Leonard's Jaguar pulls up, FAST. Several bits of SHATTERED
SAFETY GLASS are still visible in the frame. He parks around
the back, out of sight and consults a note.

				LEONARD (V.0.)
		I'll get the jump on you, fucker.

							(CONTINUED)

MEMENTO Pink Revisions - 9/7/99
							53.

80   CONTINUED:							 80

Leonard RACES up the stairs to the rooms on the second floor.
He stops at Room 9, listening. The T.V. is on.

Leonard gets a CREDIT CARD out and slips it into the lock
gently, with a practiced hand. He leaves the CARD WEDGED in
the lock, then steps back from the door and KNOCKS.

Leonard watches the POINT OF LIGHT in the PEEPHOLE to Room 9.

The point of light GOES OUT. Leonard KICKS the door in,
SMASHING THE ROOM'S OCCUPANT BACK INTO THE ROOM.

Leonard stands over him, looking down. The man is
unconscious, blood on his face. Something is not right.

				LEONARD (V.O.)
		Is this the guy?

Leonard looks down at his NOTE. The room number given is 6.
Leonard looks at the "9" on the door, then down at the
unconscious man.

				LEONARD (cont'd)
		Fuck! Sorry.

Leonard reaches down, GRABS his credit card from where it
landed on the floor, and backs out of the doorway, shutting
the door on the Unconscious Man.

He MOVES QUICKLY to Room 6, slips his credit card in the lock
and knocks.

No answer, so Leonard slips inside.

81   INT. DODD'S MOTEL ROOM - DAY <>		   81

Leonard flicks the light on and glances around. There is
nothing in the room except an empty VODKA BOTTLE on the
bedside table.

				LEONARD (V.O.)
		Need a weapon.

He grabs the empty vodka bottle, switches the light off and
slips into the bathroom.

82   INT. DODD'S MOTEL ROOM BATHROOM - DAY <>    82

Leonard sits down on the toilet, holding the empty bottle by
its neck. He reaches out and adjusts the angle of the door.
His eyes are alert, he is nervous. Waiting. And waiting.

83   INT. MOTEL ROOM 21 - DAY ##BLACK AND WHITE SEQUENCE##	   83


							(CONTINUED)
							54.

83   CONTINUED:							 83

Leonard (boxers, bandaged bicep), takes the second ball-point
pen and SNAPS it in two.

84	EXT. SMALL ALLEY BEHIND A ROW OF TRAILER HOMES - DAY <>

Leonard is RUNNING FURIOUSLY, arms pumping.

				LEONARD (V.O.)
		What the fuck am I doing?

Leonard glances to his right, and through a GAP between two
trailers he catches a glimpse of Dodd on the other side of
the trailer homes, RACING along parallel to Leonard.

				LEONARD (V.O.) (CONT'D)
		Chasing him!

Leonard CUTS down the next gap between trailers, heading FULL
SPEED for Dodd's side.

Dodd (without bruises) appears again at the other end of the
gap, SEES Leonard, and STARTS RUNNING TOWARDS HIM. There is a
GUN in his hand.

				LEONARD (V.O.) (CONT'D)
		FUCK! He's chasing me.

Leonard SKIDS to a halt and turns around. A BULLET hits the
dirt by his feet. He clears the end of the trailer and THROWS
himself over a chain link fence, dropping down on the other
side and SCRAMBLING through some bushes. He RACES full tilt
into a parking lot, looking around, desperate. He can hear a
CAR ALARM sounding. He pulls his KEYS OUT and hits the ALARM
switch. Hearing the DOUBLE BEEP as the alarm stops, he spots
the Jaguar.

The Jaguar PEELS OUT just as Dodd emerges from the trailer
park.

85   INT. JAGUAR - DAY <>				    85

Leonard is breathing hard, looking around nervously. He
starts knocking BITS OF BROKEN WINDOW GLASS out of the
driver's side window with his elbow then pulling photos and
pieces of paper out of his pockets as he drives.

Leonard finds a NOTE that gives a description of Dodd, along
with the motel and room number where Dodd is staying.

							CUT TO:





							55.

86   INT. MOTEL ROOM 21 - DAY ##BLACK AND WHITE SEQUENCE##	   86

Leonard (boxers, bandaged arm) has the NEEDLE/PEN in one hand   *
and the BROKEN PEN in the other. Leonard DIPS the needle into
the clear plastic INK RESERVOIR off the broken pen.

87   EXT. TRAILER PARK PARKING LOT - DAY <>	 87

Leonard is in the Jaguar. Dodd (without any bruises) is
standing by the window, aiming his gun at Leonard.

				DODD
		I haven't made a strong enough
		impression.

				LEONARD
		    (amused)
		Don't be too hard on yourself.

Dodd motions for Leonard to open the passenger side door.

Dodd gets into the passenger seat, gun on Leonard. Leonard
nods to him.

				LEONARD
		Seat belt.

Leonard starts to reach over his left shoulder with his right
hand as if for the seat belt. Dodd watches Leonard's right
hand.

With his left hand, Leonard opens the door. He rolls out,
SLAMMING the door in Dodd's face, and hitting the central
locking on his car keys.

Leonard TAKES OFF across the asphalt. Dodd tries the doors,
then SHOOTS at Leonard, SHATTERING the driver's side window,
triggering the CAR ALARM.

Dodd climbs through the window and takes off after him.

Leonard slips into a trailer park, TRIPPING as he DIVES into
a gap between two trailers, STUMBLING over the PLASTIC LAWN
FURNITURE and OLD BIKES which litter the narrow gap.

He picks himself up and SPRINTS into the alley behind the
trailers. He races along behind the trailers.

Leonard is RUNNING FURIOUSLY, arms pumping.

				LEONARD (V.O.)(cont'd)
		What the fuck am I doing?



							(CONTINUED)

MEMENTO Pink Revisions - 9/7/99
							56.

87   CONTINUED:							 87

Leonard glances to his right, and through a GAP between the
two trailers he catches a glimpse of Dodd on the other side
of the trailer homes, racing along parallel to Leonard.

				LEONARD (V.O.) (cont'd)
		Chasing him!

Leonard cuts down the next gap between trailers, heading FULL
SPEED for Dodd's side.

							CUT TO:

88   INT. MOTEL ROOM 21 - DAY ##BLACK AND WHITE SEQUENCE##	   88

Leonard looks at the INK-COVERED NEEDLE. Leonard consults the
FILE CARD. It has a HANDWRITTEN MESSAGE:

"TATTOO: ACCESS TO DRUGS"

							CUT TO:

89   EXT. DISCOUNT INN - NIGHT <>			 89  
*

Leonard exits room 304 of the Discount Inn carrying a		   *
SHOPPING BAG, looking GRIM-FACED.

90   INT. JAGUAR - NIGHT <>				  90

Leonard gets in, gently places the bag on the passenger seat.

91   EXT. STREET - NIGHT <>				  91

The Jaguar speeds along.

92   EXT. PARKING LOT OVERLOOKING RESERVOIR - NIGHT <>

Leonard gets out of the Jaguar, carrying the shopping bag. He
climbs the chain-link fence.

93   EXT. RESERVOIR - NIGHT - SAME <>		  93

Leonard has built a small FIRE. He reaches into the bag and
removes a small STUFFED TOY. He douses it with lighter fluid
and places it on the fire. He watches the fur blacken and the
plastic eyes melt.

Leonard reaches into the bag and pulls out a well-worn
PAPERBACK BOOK, whose cover has long-since been ripped off.
Leonard flicks through the pages.





MEMENTO Blue Revisions - 8/27/99
							57.

94   INT. BEDROOM, LEONARD'S APARTMENT - NIGHT <>94

Leonard is undressing. Leonard's Wife is in bed, reading the
well-worn paperback.

				LEONARD
		How can you read that again?

				LEONARD'S WIFE
		    (without looking up)
		It's good.

				LEONARD
		You've read it a hundred times.

				LEONARD'S WIFE
		I enjoy it.

				LEONARD
		Yeah, but the pleasure of a book is in
		wanting to know what happens next -

				LEONARD'S WIFE
		    (looks up, annoyed)
		Don't be a prick. I'm not reading it to
		annoy you, I enjoy it. Just let me read,
		please.

95   EXT. RESERVOIR - NIGHT <>			    95

He places the BOOK on the fire. He reaches into the bag,
produces a BRA and a HAIRBRUSH. He puts the bra on the fire,
then pulls some BLACK HAIR out of the hairbrush. He holds a
few strands out above the fire until they shrivel up in the
heat. He does this with a larger clump and it produces a
SMALL FLAME so he DROPS it into the fire.

				LEONARD (V.O.)
		Probably tried this before. Probably
		burned truckloads of your stuff. Can't
		remember to forget you.

He DROPS the brush onto the fire, pulls a GREEN ALARM CLOCK
out of the bag and adds it to the fire. Once the bag is
EMPTY, Leonard places it on the fire. He sits looking at the
flames.

							DISSOLVE TO:

96   EXT. RESERVOIR - DAWN <>				96

The sky has brightened. Leonard KICKS the dying embers apart.






							58.

97   INT./EXT. DAWN - THE JAGUAR SPEEDS ALONG <> 97

Leonard looks into his rearview mirror to see a LANDCRUISER
following him. Leonard SPEEDS UP, turns right. The
Landcruiser sticks behind.

				LEONARD (V.O.)
		Do I know this guy?

Leonard fishes photographs out of his pocket, examining them.
The Landcruiser ACCELERATES until it is uncomfortably close.
Leonard slows, turning into a PARKING LOT. The Landcruiser
follows.

				LEONARD (V.O.)
		He seems to know me.

The Landcruiser PULLS ALONGSIDE the Jaguar. Leonard looks
over. Dodd (no bruises) is at the wheel. Leonard rolls down
his window.

				LEONARD (V.O.)
		What the fuck!

Dodd pulls out a HASNDGUN and points it at Leonard. Leonard
SLAMS on the brakes, JERKING to a halt as the Landcruiser
pulls over in front of the Jaguar.

98   EXT. TRAILER PARK PARKING LOT - DAY <>	 98

Dodd, gun in hand, gets out of the Landcruiser and
approaches.

				DODD
		I like your car.

				LEONARD
		Thanks.

				DODD
		Where'd you get it?

				LEONARD
		Interested in buying one?

				DODD
		I just want you to tell me how you came
		by that car.

				LEONARD
		I forget.

Dodd points his gun at Leonard through the window.




							    (CONTINUED)
							59.

98   CONTINUED:							 98

				DODD
		I haven't made a strong enough impression
		on you.

				LEONARD
		    (amused)
		I wouldn't be too hard on yourself.

99   INT. MOTEL ROOM 21 - DAY ##BLACK AND WHITE SEQUENCE##	   99

Leonard (boxers, bandaged arm) drops the FILE CARD and
presses the INK-COVERED NEEDLE against his thigh. Leonard	  *
pushes the ink-covered needle against his thigh, ABOUT TO
BREAK THE SKIN.

The PHONE RINGS, surprising Leonard. He watches it ring, then
reaches out with his BANDAGED arm to lift the receiver.

				LEONARD
		Who is this?

							CUT TO:

100  INT. MOTEL ROOM 304 - NIGHT <>		    100

Leonard is WOKEN by the sound of a door SHUTTING FIRMLY. He
turns his head to see a glow from under the bathroom door.

In the dim light he can see a well-worn, COVERLESS PAPERBACK
BOOK on the far bedside table. Next to it is a HAIRBRUSH and
a drinking glass half-full of water. There is a small STUFFED
TOY sitting by the pillow next to Leonard's head. Leonard's
eyes are half-closed as he slides his hand onto the other
half of the bed, feeling the residual warmth, smiling.

He props himself up on one arm, rubs his eyes and reaches
over to the SMALL, GREEN ALARM CLOCK, straining to read its
numbers in the dim light. He breathes heavily, sleepily and
shuts his eyes for a second, UTTERLY CONTENT.

				LEONARD
		    (about to tell her something)
		Honey?

The sound of the SHOWER being run. Leonard opens his eyes and
looks over to the bathroom door.

				LEONARD (cont'd)
		    (relaxed)
		Honey? It's late.

Leonard swings his legs over and sits on the edge of the bed.
Move in on Leonard's face.
							(CONTINUED)

MEMENTO Pink Revisions - 9/7/99
							60.

100  CONTINUED:							 100

				LEONARD (cont'd)
		Everything okay?

Leonard looks around with growing unease.

101	INT. LEONARD'S APARTMENT BATHROOM - NIGHT <>101

TREMBLING, SHALLOW-FOCUS EXTREME CLOSE UPS:

A glass bottle SHATTERS against a tiled floor, bath salts and
glass spreading out over the black and white tiles.

102  INT. MOTEL ROOM 304 - NIGHT <>		    102

Leonard RISES from the bed, STARING at the bathroom door.

103	  INT. LEONARD'S APARTMENT BATHROOM - NIGHT <>103

SUDDEN MOVEMENT glimpsed through a WATER-BEADED CLEAR PLASTIC
SHOWER CURTAIN. Mirror SHATTERING.

104  INT. MOTEL ROOM 304 - NIGHT <>		    104

Leonard is at the bathroom door. He TAPS gently.

105	  INT. LEONARD'S APARTMENT BATHROOM - NIGHT <>105

The wet plastic shower curtain pulls TAUT across a GASPING,
THRASHING FEMALE FACE.

106  INT. MOTEL ROOM 304 - NIGHT <>		    106

Leonard KNOCKS again. No answer. He KNOCKS louder, concerned.

				LEONARD (cont'd)
		Are you okay in there?!

Leonard GRABS the handle, THROWS OPEN THE DOOR.

107  INT. STEAM-FILLED BATHROOM ROOM 304 - NIGHT <>

A BLONDE WOMAN in a silk dressing gown, seated on the toilet,
looks up from SNORTING a line of cocaine off a small hand
mirror. She GIGGLES as she speaks to Leonard.

				BLONDE
		Was it good for you?

Leonard stands in the doorway, SHAKEN. The Blonde realizes
that Leonard is not happy.




							(CONTINUED)
							61.

107  CONTINUED:							 107

				BLONDE (cont'd)
		Shit. Was I supposed to lock the door?

				LEONARD
		No. That would have been worse.

Leonard moves to turn off the shower.

				LEONARD (cont'd)
		I'd like you to leave now.

108  INT. DISCOUNT INN, ROOM 304 - NIGHT - LATER <>

Leonard, fully clothed, grabs a SHOPPING BAG from the closet,
and does a quick circuit of the room, grabbing various items
(the paperback book, hairbrush, alarm clock, stuffed toy) and
STUFFING them into the bag.

109  EXT. DISCOUNT INN - NIGHT <>			 109

Leonard comes out of Room 304, grim-faced, carrying the
shopping bag. He goes to his Jaguar and gets in.

							CUT TO:

110  INT. MOTEL ROOM 21 - NIGHT ##BLACK AND WHITE SEQUENCE##	 110

Leonard (boxers, bandaged arm) dips the NEEDLE into the ink	*
reservoir and PUNCTURES the skin of his thigh, talking on the
phone.

				LEONARD
		Well, sir, that would certainly be in
		keeping with some of my own discoveries.
		Yeah, I was hoping to get more on the
		drugs angle. Hang on a second.

Leonard drops the needle/pen, pulls a LARGE FILE out of his
sports bag and opens it on the bed.

				LEONARD (cont'd)
		The police report mentioned the drugs
		found in the car outside my house. The
		car was stolen, but his prints were all
		over it, along with some of his stuff.
		And I think there's something...
		    (flips through pages)
		Something about a syringe...
		    (flips pages, confused)
		I've got a copy of the police report.
				(MORE)

							(CONTINUED)

MEMENTO Pink Revisions - 9/7/99
							61A.

110  CONTINUED:							 110

				LEONARD (cont'd)
		It has lots of information, but with my
		condition, it's tough. I can't really
		keep it all in mind at once.

							 (CONTINUED)

MEMENTO Blue Revisions - 8/27/99
							62.

110  CONTINUED: (2)							  110

Leonard looks at the back of the file, where he has written a   *
list of 'CONCLUSIONS'.							  *

				LEONARD (cont'd)					   *
		I have to keep summarizing the different		    *
		sections...							   *

Leonard flips back to the front page. on it there is a
handwritten note: "MISSING PAGES: 14-17, 19, 23...

				LEONARD (cont'd)
		Yeah, and there's pages missing... I
		guess I've been trying to log them all.
		    (listens, smiles)
		The police gave me the report
		themselves. I dealt with them a lot in
		my insurance job, and I had friends in
		the department. They must have figured
		that if I saw the facts of the case,
		then I would stop believing that we
		needed to find John G.

Leonard flips to the back page to look at his HANDWRITTEN
CONCLUSIONS.

				LEONARD (cont'd)
		They weren't even looking for John G.
		The stuff they found in the car just fit
		in with what they believed had happened,
		so they didn't chase any of it up.

111  EXT. DISCOUNT INN - DAY <>			   111

Leonard pulls up in the Jaguar, checks the name against a
NOTE written on a BEER MAT, and heads into the office.

Leonard comes out of the office, gets a sports bag from the
Jaguar, then takes a Polaroid of the entrance and heads for
Room 304.

112  INT. DISCOUNT INN - ROOM 304 - DAY <>	  112

Leonard enters the unoccupied room, flapping the Polaroid
photo. He sifts through his sports bag, pulls out a pen and
writes the motel's address on the picture.

With well-practiced, efficient movements, Leonard removes his
wall chart from the sports bag, unrolls it, sticks it to the
wall. He takes a stack of Polaroids out of the sports bag and
works through them, considering each new picture and finding
its proper place on the chart like someone playing solitaire.

LATER:
							(CONTINUED)

MEMENTO Pink Revisions - 9/7/99
							62A.

112  CONTINUED:							 112

Leonard flips through the yellow pages, looking under "Escort
Services".

LATER:

Leonard is on the phone.

							(CONTINUED)

MEMENTO Pink Revisions - 9/7/99
							63.

112  CONTINUED:							 112

				LEONARD
		None? Okay, blonde. Yeah, blonde is fine.
		Discount Inn, 304. Leonard.					  *

LATER:

Leonard opens the door to the Blonde.

LATER:

The Blonde is looking curiously at the chart, drink in hand.
Leonard is in the chair.

				BLONDE
		Well, what then?

				LEONARD
		It's simple, you just go to the bathroom.

The Blonde turns, surprised. Leonard smiles, embarrassed.

				LEONARD (cont'd)
		No, you just go into the bathroom. We go
		to bed, you wait till I fall asleep, then
		you go into the bathroom and slam the door.

				BLONDE
		Slam it?

				LEONARD
		Just loud enough to wake me up.

				BLONDE
		That's it?

				LEONARD
		That's it.

Leonard gets up, pulls a paper shopping bag out of the closet
and hands it to the Blonde.

				LEONARD (cont'd)
		But, first I need you to put these things
		around.

The Blonde looks confused.

				LEONARD (cont'd)
		Just pretend these things are yours, and
		this is your bedroom.

The Blonde pulls a bra out of the bag.

							(CONTINUED)

MEMENTO Blue Revisions - 8/27/99  
							64.
112  CONTINUED: (3)							  112

				BLONDE
		Should I wear it?

				LEONARD
		No. Just leave the stuff lying around as
		if it were yours. Like you just took it
		off or something.

				BLONDE
		Whatever gets you off.

The Blonde pulls the hairbrush out of the bag. She moves to
brush her hair with it, but Leonard stops her.

				LEONARD
		No! No, don't use it, you, I mean it's...
		you just have to put it where you would
		if it were yours.

The Blonde sees the BLACK HAIR stuck in the brush.

113  INT. DISCOUNT INN ROOM 304 - NIGHT <>	  113

The lights are off. The Blonde and Leonard are lying side by
side in bed.

The Blonde checks to see that Leonard is asleep, then slips
out of bed. She grabs her purse then opens the bathroom door.
She looks back at Leonard, asleep. She moves into the
bathroom and shuts the door firmly, making a LOUD BANG.

Leonard's EYES OPEN.

114  INT. MOTEL ROOM 21 - DAY ##BLACK AND WHITE SEQCTENCE##	  114

Leonard (boxers, bandaged arm) TATTOOS HIMSELF as he talks on   *
the phone. So far he has tattooed:

"FACT 5."

				LEONARD
		The drugs stashed in the car doesn't
		ring true for me.

Leonard consults his FILE CARD, which says:

"TATTOO: ACCESS TO DRUGS"

				LEONARD (cont'd)
		The police figure the guy was an addict
		needing money to score, but I'm not
		convinced. He's not gonna be breaking in
		when he's still got a stash that big.
				(MORE)
							(CONTINUED)

MEMENTO Pink Revisions - 9/7/99
							65.

114  CONTINUED:							 114

				LEONARD (cont'd)
		    (listens)
		I think John G. left it or planted it.
		    (listens)
		Well, it was a lot for one guy's
		personal use.
		    (listens)
		How do you know that?
		    (listens, checks report)
		Right, that's true. It fits.
		    (listens)
		Too much for personal use, so he deals.

Leonard takes his pen and alters his FILE CARD to read:

"TATTOO: FACT 5. DRUG DEALER"

Leonard picks up the NEEDLE/PEN and continues his tattoo.

115  EXT. NATALIE'S HOUSE - DAY <>			115

The CAR ALARM of the Jaguar is SOUNDING.

Leonard exits, walks to the car and gets in, switching off
the alarm.

				TEDDY (O.S.)
		You should lock a car as nice as this.

Teddy is in the passenger seat. Leonard, startled, GRABS him
by the throat.

				LEONARD
		Who the fuck are you?

				TEDDY
		    (gasping)
		Teddy. Your buddy.

				LEONARD
		Prove it.

				TEDDY
		    (gasping)
		Sammy. Remember Sammy. You told me about
		Sammy.

Leonard lets him go.

				LEONARD
		What are you doing in my car?

Teddy is now wearing his big grin, rubbing his neck.
							    

							(CONTINUED)
							66.

115  CONTINUED:							 115

				TEDDY
		Sense of humour went with the memory,
		huh? You know why you're still here,
		don't you?

				LEONARD
		Unfinished business.

				TEDDY
		Lenny, as a buddy, let me inform you.
		Your business here is very much finished.
		You're still here because of Natalie.

				LEONARD
		Who's she?

Teddy chuckles.

				TEDDY
		Whose house do you think you just walked
		out of?

Leonard looks at the house. Teddy motions towards Leonard's
pockets.

				TEDDY (cont'd)
		Take a look at your pictures, I bet you
		got one of her.

Leonard pulls out his Polaroids and flips through them. He
pauses at the one of Natalie. Teddy SWIPES it out of his
hands to get a better look at the blurred image of Natalie
turning in a doorway.

				TEDDY (cont'd)
		Great shot, Lenny.

Teddy flips the photo over. There is nothing on the back.
Teddy hands it back to Leonard.

				TEDDY (cont'd)
		You wanna make a note that you can't
		trust her.

				LEONARD
		Why's that?

				TEDDY
		Because she'll have taken one look at
		your clothes and your car and started
		thinking of ways to turn the situation to
		her advantage. She's already got you
		staying with her, for fuck's sake.
				(MORE)
		
							(CONTINUED)
							67.
115  CONTINUED: (2)							  115

				TEDDY (cont'd)
		You can't stay with her. Let me give you
		the name of a motel.

Teddy starts looking for a piece of paper.

				TEDDY (cont'd)
		Good thing I found you. She's bad news.

				LEONARD
		What do you mean "bad news"?

				TEDDY
		She's involved with these drug dealers.

Teddy opens the GLOVE COMPARTMENT, finding a STACK OF BEER
MATS from a local bar called FERDY'S.					  *

				TEDDY (cont'd)
		See these? That's the bar where she
		works. Her boyfriend's a drug dealer.
		She'd take orders for him, arrange meets.
		He'd write messages on these, then leave
		it on the bar. She'd drop replies when
		she served him drinks.

				LEONARD
		Why should I care?

Teddy starts writing on the BEER MAT.

				TEDDY
		She's gonna use you. To protect herself.

				LEONARD
		From who?

				TEDDY
		Guys who'll come after her. Guys who'll
		want to know what happened to her
		boyfriend. They'll want to make somebody
		pay. Maybe she'll try and make it you.

				LEONARD
		Yeah, well maybe she'll make it you. Is
		that it? You worried she'll use me
		against you?

				TEDDY
		She couldn't.

				LEONARD
		Why not?
							(CONTINUED)
MEMENTO Blue Revisions - 8/27/99

							68.

115  CONTINUED: (3)							  115

				TEDDY
		    (grins)
		She has no idea who I am.

				LEONARD
		Why are you following me?

				TEDDY
		I'm trying to help you. I knew she'd get
		her claws into you. She doesn't know
		anything about your investigation, so
		when she offers to help you, it'll be for
		her own reasons. Why would I lie? Do not
		go back to her. Take out a pen, write
		yourself a note, do not trust her.

Leonard takes out his pen, places the picture of Natalie face
down on the dash and writes on the white strip on the back:

"DON'T TRUST HER"

				LEONARD
		Happy now?

				TEDDY
		I won't be happy until you leave town.

				LEONARD
		Why?

				TEDDY
		How long do you think you can hang around
		here before people start asking
		questions?

				LEONARD
		What sort of questions?

				TEDDY
		The sort of questions you should be
		asking yourself.

				LEONARD
		Like what?

				TEDDY
		Like how'd you get this car? That suit?

				LEONARD
		I have money.





							(CONTINUED)
							69.

115  CONTINUED: (4)							  115

				TEDDY
		From what?

				LEONARD
		My wife's death. I used to work in
		Insurance, we were well covered.

				TEDDY
		So in your grief you wandered into a
		Jaguar dealership?

Leonard says nothing. Teddy laughs.

				TEDDY (cont'd)
		You haven't got a clue, have you? You
		don't even know who you are?

				LEONARD
		Yes, I do. I don't have amnesia. I
		remember everything about myself up until
		the incident. I'm Leonard Shelby, I'm
		from San Fran -

				TEDDY
		That's who you were, Lenny. You don't
		know who you are, who you've become since
		the incident. You're wandering around,
		playing detective... and you don't even
		know how long ago it was.

Teddy reaches out to Leonard's lapel, and gently opens his
jacket to reveal the label.

				TEDDY (cont'd)
		Put it this way. Were you wearing
		designer suits when you sold insurance?			*

Leonard looks down at his suit, then back to Teddy.

				LEONARD
		I didn't sell -

				TEDDY
		I know, you investigated. Maybe you need
		to apply some of your investigative
		skills to yourself.

				LEONARD
		Yeah, well, thanks for the advice.

				TEDDY
		Don't go back in there. There's a motel
		out of town.
							(CONTINUED)

MEMENTO Blue Revisions - 8/27/99
							70.

115  CONTINUED: (5)							  115

Teddy hands Leonard the BEER MAT and gets out of the car.

				TEDDY (cont'd)
		It's been fun, Lenny.

Teddy walks off. Leonard pulls his Polaroids out of his
pocket and finds the one of Teddy. He places it on the dash,
face up, next to the one of Natalie which is still face down
on the dash. Leonard reads the message he has written on the
back of Natalie's picture:

"DON'T TRUST HER"

He flips Teddy's picture over, like a croupier turning a card
at blackjack. On the back it says:

"DON'T BELIEVE HIS LIES"

Leonard purses his lips in surprised frustration. He grabs
his pen and scribbles on the back of Natalie's picture,
obliterating the words:

"DON'T TRUST HER"

He flips Natalie's picture over and considers her blurred
image. He looks up at her house, then picks up the BEER MAT,
reading the address Teddy has given him.

				LEONARD
		 Fuck it. I need my own place.

Leonard starts the engine.

116  EXT. DISCOUNT INN - DAY <>			   116

Leonard pulls up in his Jaguar, checks the name of the motel
against the note written on the BEER MAT, then heads into the
office to check in.

Leonard comes out of the office, takes a Polaroid of the 
front of the motel, and heads for Room 304.

117  INT. MOTEL ROOM 21 - DAY ##BLACK AND WHITE SEQUENCE##	   117

Leonard (boxers, bandaged arm) talks on the phone. He presses   *
the NEEDLE/PEN against his thigh, working on a "D".

				LEONARD
		I can't blame the cops for not taking me
		seriously. This is a difficult condition
		for people to understand. I mean look at
		Sammy Jankis. His own wife couldn't deal
		with it.
				(MORE)
							(CONTINUED)
MEMENTO Pink Revisions - 9/7/99
							71.

117  CONTINUED:							 117

				LEONARD (cont'd)
		    (listens)
		I told you about how she tried to get
		him to snap out of it?
		    (listens)
		It got much worse than that. Eventually
		Sammy's wife came to see me at the
		office, and I found out all kinds of
		shit.
		    (listens)
		She knew that I was the one who had
		built he case for Sammy faking it.

118  INT. LEONARD'S OFFICE - DAY ##BLACK AND WHITE SEQUENCE##	118

Leonard, in a CHEAP SUIT AND TIE, gets up from behind his
desk to shake hands with Mrs. Jankis. They talk, Leonard
nodding as he listens. Mrs. Jankis is crying.

				LEONARD (V.O.)
		She told me about life with Sammy, how
		she'd treated him. It had got to the
		point where she'd get Sammy to hide food
		all around the house, then stop feeding
		him to see if his hunger would make him
		remember where he'd hidden the stuff.
		She wasn't a cruel person, she just
		wanted her old Sammy back.

The tearful Mrs. Jankis gives Leonard a determined look.

				MRS. JANKIS
		Mr. Shelby, you know all about Sammy and
		you decided that he was faking -

				LEONARD
		Mrs. Jankis, the company's position
		isn't that Sammy is "faking" anything,
		just that his condition can't be shown -

				MRS. JANKIS
		I'm not interested in the company
		position, Mr. Shelby. I want to know
		your honest opinion about Sammy.

				LEONARD
		We shouldn't even be talking this way
		while the case is still open to appeal.

				MRS. JANKIS
		I'm not appealing the decision.

				LEONARD
		Then why are you here?

							(CONTINUED)
							72.

118  CONTINUED:							 118

				MRS. JANKIS
		Mr. Shelby, try and understand. When I
		look into Sammy's eyes, I don't see some
		vegetable, I see the same old Sammy.
		What do you think it's like for me to
		suspect that he's imagining this whole			 *
		problem? That if I could just say the
		right thing he'd snap out of it and be
		back to normal? If I knew that my old
		Sammy was truly gone, then I could say
		goodbye and start loving this new Sammy.		    *
		As long as I have doubt, I can't say
		goodbye and move on.

				LEONARD
		Mrs. Jankis, what do you want from me?

				MRS. JANKIS
		I want you to forget the company you
		work for for thirty seconds, and tell me
		if you really think that Sammy is faking
		his condition.

Leonard plays with his letter opener, thinking.

				MRS. JANKIS (cont'd)
		I need to know what you honestly
		believe.

				LEONARD
		    (looks at Mrs. Jankis)
		I believe that Sammy should be
		physically capable of making new
		memories.

				MRS. JANKIS
		Thank you.

119  INT. MOTEL ROOM 21 - DAY ##BLACK AND WHITE SEQUENCE##	   119

				LEONARD
		She seemed to leave happy. I thought I'd
		helped her.

Leonard puts the NEEDLE/PEN down, and wipes blood from his new,
homemade TATTOO, which says:

"FACT 5. DRUG DEALER"

				LEONARD (cont'd)
		I thought she just needed some kind of
		answer.
				(MORE)
							(CONTINUED)

MEMENTO Pink Revisions - 9/7/99
							73.

119  CONTINUED:							 119

				LEONARD (cont'd)
		I didn't think it was important to her
		what the answer was, just that she had
		one to believe.

Leonard notices the BANDAGE on his LEFT ARM. He starts		*
fiddling with the TAPE, peeling back the corners.

							CUT TO:

120  INT. NATALIE'S LIVING ROOM - DAY <>	    120

Leonard sifts through the papers on the desk, agitated. He	 *
hears a car door SLAM. He looks out of the window to see	   *
Natalie getting out of her car.

She turns and comes towards the front door. Her face is SWOLLEN
and BLEEDING.

Leonard OPENS the door for her. She RUSHES past him.		  *

				LEONARD
		What happened?

Natalie, intensely AGITATED, FUMBLES with things in her purse.

				NATALIE
		What does it look like?!

She turns to Leonard so that he can see the full extent of
her injuries. Her eye is SWELLING UP, and her lip is SPLIT.

				NATALIE (cont'd)
		He beat the shit out of me.

				LEONARD
		Who?

			    NATALIE
		Who?! Fuck, Leonard! Dodd! Dodd beat the
		shit out of me.

Natalie FLINGS her purse to the ground in frustration. She
does not know what to do with her hands.

				LEONARD
		Why?

Natalie turns to him, ENRAGED.

				NATALIE
		Because of you, you fucking idiot!
		Because I did what you told me!
				(MORE)
							(CONTINUED)
MEMENTO Pink Revisions - 9/7/99
							74.

120  CONTINUED:							 120

				NATALIE (cont'd)
		Go to him, reason with him, tell him
		about Teddy! Great fucking ideal

Leonard APPROACHES her, palms out.

				LEONARD
		Calm down.

Natalie starts to HIT Leonard. He takes her arms.

				LEONARD (cont'd)
		    (softly)
		Take it easy. You're safe now. You're
		safe.

He sits her down on the couch.

				LEONARD (cont'd)
		Let's get some ice on your face.

LATER:

Natalie, crying softly, holds a paper towel filled with ice
cubes to her swollen cheek while Leonard gently uses a damp
paper towel to wipe the blood from her upper lip.

				NATALIE
		I did exactly what you told me. I went to		   *
		Dodd and I said that I didn't have				*
		Jimmy's money, or any drugs, that this
		Teddy must have taken everything.

				LEONARD
		And what did he say?

				NATALIE
		He didn't believe me. He said that if I
		don't get him the money tomorrow he's
		gonna kill me. Then he started hitting
		me.

				LEONARD
		Where is he?

				NATALIE
		What are you gonna do?

				LEONARD
		I'll go see him.

				NATALIE
		And?
							(CONTINUED)

MEMENTO Pink Revisions - 9/7/99
							75.

120  CONTINUED: (2)							  120

				LEONARD
		Give him some bruises of his own and tell
		him to look for a guy called Teddy.

				NATALIE
		He'll kill you, Lenny.

				LEONARD
		    (smiling)
		My wife used to call me Lenny.

				NATALIE
		Yeah?

				LEONARD
		Yeah, I hated it.

				NATALIE
		This guy's dangerous, let's think of
		something else.

Leonard takes out a piece of paper but he cannot find his
pen.

				LEONARD
		I'll take care of it. Just tell me what
		he looks like, and where I can find him.
		Do you have a pen?

Natalie gets a pen out of her purse and hands it to him.

				NATALIE

		He'll probably find you.

				LEONARD
		Me? Why would he be interested in me?

				NATALIE
		I told him about your car.

				LEONARD
		Why would you do that?

				NATALIE
		He was beating the crap out of me! I had
		to tell him something!

Leonard hands Natalie the piece of paper and pen.

				LEONARD
		Just write it all down. What he looks			  *
		like, where I find him.						 *
							(CONTINUED)

MEMENTO Pink Revisions - 9/7/99
							75A.

120  CONTINUED: (3)							  120

Natalie hands him a note. It says:


							(CONTINUED)

MEMENTO Pink Revisions - 9/7/99
							76.

120  CONTINUED: (4)							  120

"DODD MOUNTCREST INN ON 5TH ST., ROOM 6"				    *

"PUT HIM ON TO TEDDY OR JUST GET RID OF HIM FOR NATALIE"

Outside, a CAR ALARM starts to sound. Leonard gets up and
heads to the door, flipping through his Polaroids.

121  EXT. NATALIE'S HOUSE - DAY <>			121

The Jaguar's CAR ALARM is sounding.

Leonard exits Natalie's house, walks to his Jaguar and gets
in, silencing the alarm.

				TEDDY (O.S.)
		You should lock a car as nice as this.

Leonard, startled, GRABS Teddy by the throat.

							CUT TO:

122  INT. MOTEL ROOM 21 - DAY ##BLACK AND WHITE SEQUENCE##	   122

Leonard, in boxers, bandage on arm, sits on the edge of	    *
the bed talking on the phone.

				LEONARD
		No, she shouldn't have given me that
		responsibility. Shit, I'm not a doctor,
		I'm a claims investigator.

Leonard crooks his neck to hold the receiver between ear and
shoulder and FIDDLES with the BANDAGE ON HIS LEFT ARM,		*
starting to peel back the tape, t.zying to look under the
cotton pad.

				LEONARD (cont'd)
		I suppose, but I've got all sorts of
		other considerations.

Leonard starts to REMOVE THE BANDAGE.

				LEONARD (cont'd)
		Legal responsibility, and large
		financial...

LEONARD REMOVES THE BANDAGE FROM HIS LEFT ARM, REVEALING A	 *
CRUDE TATTOO WHICH SAYS:

"NEVER ANSWER THE PHONE"

Leonard looks up.

							(CONTINUED)

MEMENTO Pink Revisions - 9/7/99
							77.

122  CONTINUED:							 122

				LEONARD (cont'd)
		Who is this?

He takes the receiver away from his ear as if the caller has
just hung up.

							CUT TO:

123  INT. NATALIE'S LIVING ROOM - DAY <>	    123

Leonard is sitting on the coffee table, relaxed, looking at
his Polaroids. Natalie (WITHOUT BRUISES) BURSTS in through
the front door, scared.

				LEONARD
		What's wrong?

				NATALIE
		Somebody's come. Already.

				LEONARD
		Who?

				NATALIE
		Calls himself Dodd.

				LEONARD
		What does he want?

				NATALIE
		Wants to know what happened to Jimmy. And
		his money. He thinks I have it. He thinks
		I took it.

				LEONARD
		Did you?

				NATALIE
		No!

				LEONARD
		What's this all about?

Natalie looks at him bitterly.

				NATALIE
		You don't know, do you? You're blissfully
		ignorant, aren't you?

				LEONARD
		I have this condition -




							(CONTINUED)
							78.

123  CONTINUED:							 123

				NATALIE
		I know about your fucking condition,
		Leonard! I probably know more about it
		than you do! You don't have a fucking
		clue about anything else!

				LEONARD
		What happened?

				NATALIE
		What happened is that Jimmy went to meet
		a guy called Teddy. He took a lot of
		money with him and he didn't come back.
		Jimmy's partners think I set him up. I
		don't know whether you know this Teddy or
		how well -

Leonard is getting frustrated.

				LEONARD
		Neither do I.

				NATALIE
		Don't protect him.

				LEONARD
		I'm not.

				NATALIE
		Help me.

				LEONARD
		How?

				NATALIE
		Get rid of Dodd for me.

				LEONARD
		What?

				NATALIE
		Kill him. I'll pay you.

				LEONARD
		What do you think I am?! I'm not gonna
		kill someone for money.

				NATALIE
		What then? Love? What would you kill for?
		For your wife, right?

				LEONARD
		That's different.


							(CONTINUED)
							79.

123  CONTINUED: (2)							  123

				NATALIE
		Not to me! I wasn't fucking married to
		her!

				LEONARD
		Don't talk about my wife.

				NATALIE
		I can talk about whoever the fuck I want!
		You won't even remember what I say! I can
		tell you that your wife was a fucking
		whore and we can still be friends!

Leonard stands up.

				LEONARD
		Calm down.

				NATALIE
		That's easy for you to say! You can't get
		scared, you don't remember how, you
		fucking idiot!

				LEONARD
		Just take it easy, this isn't my fault.

				NATALIE
		Maybe it is! How the fuck would you
		know?! You don't know a fucking thing!
		You can't get scared, can you get angry?!

Leonard steps towards her.

				LEONARD
		Yes.

				NATALIE
		You pathetic piece of shit. I can say
		whatever the fuck I want and you won't
		have a clue, you fucking retard.

				LEONARD
		Shut the fuck up!

Natalie gets right in his face, grinning.

				NATALIE
		I'm gonna use you, you stupid fuck. I'm
		telling you now because I'll enjoy it
		more if I know that you could stop me if
		you weren't a freak.




							(CONTINUED)
							80.

123  CONTINUED:  (3)							 123

Leonard grabs his Polaroids and finds one of Natalie. He
reaches into his pocket for a pen, but cannot find one.

				NATALIE (cont'd)
		Lost your pen? That's too bad, freak.
		Otherwise you could've written yourself
		a little note about how much Natalie
		hates your retarded guts.

Leonard moves around the room searching for a pen. Natalie
follows him, speaking into his ear.

				NATALIE (cont'd)
		No pens here, I'm afraid. You're never
		going to know that I called you a retard,
		and your wife a whore.

Leonard turns to face her, barely controlling his anger.

				LEONARD
		Don't say another fucking word!

				NATALIE
		About your whore of a wife?

Leonard slaps Natalie. She smiles, then speaks softly.

				NATALIE (cont'd)
		I read about your problem. You know what
		one of the causes of short term memory
		loss is?

Leonard fumes.

				NATALIE (cont'd)
		Venereal disease. Maybe your cunt of a
		wife sucked one too many diseased cocks
		and turned you into a retard.

Leonard turns away, body tensed, ready to snap. Natalie
reaches out to gently brush the hair above his ear with her
fingers.

				NATALIE (cont'd)
		You sad freak, you won't remember any of
		what I've said, and we'll be best
		friends, or even lovers.

Leonard spins around, BACKHANDING Natalie on the cheek.

He PUNCHES her in the mouth then pushes her to the floor. He
stands over her, furious with himself as much as her.



							(CONTINUED)
							81.

123  CONTINUED: (4)							  123

Natalie gets to her feet, and goes to the door. She turns to
Leonard. Her face is bloody but she smiles.

				NATALIE (cont'd)
		See you soon.

Natalie exits. Leonard watches her walk out to her car and
get in. She just sits there.

Leonard turns from the window and looks around the room. He
grabs at drawers, searching for a pen. He looks back out the    *
window. Natalie is still sitting in her car. Leonard is	    *
sifting through the papers on the desk when he hears a car	 *
door SLAM. He looks out of the window to see Natalie getting    *
out of her car. She turns to walk toward the house. Her face
is swollen and bloody.

Leonard opens the door for her.

				LEONARD
		What happened?

Natalie, intensely AGITATED, FUMBLES with things in her
purse.

				NATALIE
		What does it look like?

124  INT. MOTEL ROOM 21 - DAY <>	   124

Leonard lies on the bed, in jeans, topless. He reaches for the
ringing phone with his left arm. As his hand reaches the
receiver Leonard reads the tattoo on his arm which says:	   *

"NEVER ANSWER THE PHONE"

Leonard strokes the tattoo as he lets the phone ring. It
stops. Leonard goes to the door, opens it and checks the
number of the room: 21. He goes back to the phone, makes a
call.

				LEONARD
		Front desk? Burt, right. Well, this is
		Mr. Shelby in Room 21. I don't want any			*
		calls, none at all, got it? Thanks.			    *

							CUT TO:








MEMENTO Pink Revisions - 9/7/99
							82.

125  EXT. NATALIE'S HOUSE - DAY <>			125

Leonard's Jaguar pulls up. Leonard and Natalie (WITHOUT
BRUISES) get out. Leonard is carrying his sports bag.		 *

126  INT. NATALIE'S LIVING ROOM - DAY <>	    126

Natalie leads Leonard in, self-conscious about her messy
living room.

				NATALIE
		You can just crash out on the couch.
		You'll be comfortable.

Leonard nods and stands awkwardly.

				NATALIE (cont'd)
		Uh, take a seat.

Leonard smiles and sits down in a chair. Natalie clears
things off the coffee table. Leonard unzips his bag and looks   *
through his things, pulling out his file.				   *

				NATALIE (cont'd)
		So how long you think it's gonna take
		you?

Leonard raises his eyebrows.

				NATALIE (cont'd)
		You told me you were looking for the guy
		who killed your wife.

				LEONARD
		    (consulting file)						   *
		Depends on if he's here in town. Or if
		he's moved on. See, I've got all this -			*

				 NATALIE
		Can I ask you something?

Leonard nods.

				 NATALIE (cont'd)
		If you've got all this information, how
		come the police haven't found him for
		you?

				 LEONARD
		They're not looking for him.

				 NATALIE
		Why not?


							(CONTINUED)

MEMENTO Pink Revisions - 9/7/99
							83.

126  CONTINUED:							 126

Leonard runs his finger down the list of conclusions on the	*
back of his file.

				LEONARD
		They don't think he exists.

Natalie looks confused.

				LEONARD (cont'd)
		I told them what I remembered. I was
		asleep, something woke me up...

CUT TO FLASHBACK <>

127  INT. LEONARD'S APARTMENT BEDROOM - NIGHT <> 127

Leonard opens his eyes. He slides his hand over to the empty
space on the bed beside him, feeling the sheet.

				LEONARD (V.0.)
		Her side of the bed was cold. She'd been		    *
		out of bed for a while.

Leonard sits up in bed, listening.

128  INT. LEONARD'S HALLWAY WITH WOODEN FLOORS AND HIGH CEILINGS  128
NIGHT <>

We move down the hail towards a closed door. Shadows and	   *
light play across the floorboards from the gap under the	   *
door. An ominous rumbling builds.						 *

A128 INSERT QUICK CUTS:							   A128

Extreme close ups:

A glass bottle smashes against ceramic tiles. A mirror
smashes. Flesh hits tiled floor.

129  INT. LEONARD'S APARTMENT BEDROOM - NIGHT <> 129

Leonard takes a gun down from the top of the bedroom closet,
then quietly makes his way into the corridor.

A129 INT. LEONARD'S APARTMENT BATHROOM - NIGHT <>

He KICKS the door open, revealing two figures struggling on
the floor of a BATHROOM.

Close up of a WOMAN'S FACE, wrapped in the wet clear plastic
shower curtain, STRUGGLING to breathe.

							(CONTINUED)

MEMENTO Pink Revisions - 9/7/99
							    83A.

A129 CONTINUED:							A129

Close up of a BASEBALL CAP-COVERED HEAD turning to reveal a
face covered by a DIRTY WHITE COTTON MASK.


							(CONTINUED)

MEMENTO Pink Revisions - 9/7/99
							84.

A129 CONTINUED: (2)							  A129

Close up of a GLOVED HAND drawing a PISTOL from the back of a
waistband.

A SHOT rings out and the white cotton mask is BLOWN into RED,
the Masked Man falling of f the struggling woman. Leonard
stands in the doorway, smoking gun in hand. He is HIT HARD
from behind by an UNSEEN ASSAILANT who GRABS Leonard by the
HAIR and THROWS his HEAD into the MIRROR, SHATTERING IT.
Leonard DROPS to the floor.

An extreme close up of a woman's staring eyes, seen through
water-beaded, blood-spattered clear plastic.

The EYES BLINK and we WHITE OUT.

							   FADE DOWN FROM WHITE TO:

130  INT. NATALIE'S LIVING ROOM - DAY <>	    130

				LEONARD (cont'd)
		There had to be a second man. I was
		struck from behind, I remember. It's
		about the last thing I do remember. But			*
		the police didn't believe me.

				NATALIE
		How did they explain what you remembered?
		The gun and stuff?

				LEONARD
		    (points at conclusions on back				*
			of file)							 *
		John G. was clever. He took the dead
		man's gun and replaced it with the sap
		that he'd hit me with. He left my gun and
		left the getaway car. He gave the police
		a complete package. They found a sap with
		my blood on it in the dead man's hand,
		and they only found my gun. They didn't
		need to look for anyone else. I was the
		only guy who disagreed with the facts,
		and I had brain damage.						 *

Natalie watches him.							    *			

				NATALIE
		You can stay here for a couple of days if
		it'll help.

				LEONARD
		Thank you.


							(CONTINUED) 
MEMENTO Pink Revisions - 9/7/99
							85.

130  CONTINUED:							 130

				NATALIE
		I've got to get back for the evening
		shift, so make yourself at home, watch
		T.V., whatever. Just grab a blanket and
		pillow off the bed. I never need them all
		anyway.

Leonard nods. Natalie heads for the door.

				LEONARD
		Oh, one thing.

Natalie TURNS. Leonard snaps her picture with his Polaroid
camera. He lowers the camera and smiles.

				LEONARD (cont'd)
		Something to remember you by.

Natalie smiles unconvincingly, perturbed, and exits. Leonard
sits down on the couch and writes "Natalie" on the white
strip under her photo as it develops into the blurred image
of Natalie which we have seen before. He takes out his other
Polaroids, flipping through them.

LATER:

Leonard watches commercials on TV. He notices the tattoo on
his hand ("REMEMBER SAMMY JANKIS"), then switches the TV off.
He starts to examine his Polaroids.

Natalie BURSTS through the door, worried.

				LEONARD (cont'd)
		What's wrong?

				NATALIE
		Somebody's come. Already.

							CUT TO:

131  INT. MOTEL ROOM 21 - DAY ##BLACK AND WHITE SEQUENCE##	  131 *

There is a KNOCK at the door. Leonard PULLS ON HIS LONG-
SLEEVED PLAID WORK SHIRT, goes to the door and opens it. Burt
is standing there.

				BURT
		Leonard, it's Burt from the front desk.

				LEONARD
		Yeah?


							(CONTINUED)

MEMENTO Blue Revisions - 8/27/99
							86.

131  CONTINUED:							 131

				BURT
		I know you said you didn't want any
		calls...

				LEONARD
		That's right I did, didn't I?

				BURT
		Yeah, but there's a call for you from
		this guy. He's a cop.

				LEONARD
		A cop?

				BURT
		And he says you're gonna wanna hear what
		he's got to say.							   *

				LEONARD
		    (shakes head)							  *
		I'm not too good on the phone. I need to		    *
		look people in the eye when I talk to			  *
		them.							    *

Burt shrugs, then walks off.							 *

							CUT TO:

132  INT. FERDY'S BAR - DAY <>			    132

Leonard sits at a booth looking through his Polaroids. A
DRUNK with shaky hands sits at the bar. Natalie (without
bruises) is working behind the bar. She tops up a silver
tankard with beer, brings it over and sets it in front of
Leonard, smiling.

				NATALIE
		On the house.

				LEONARD
		Thanks.

Natalie watches in fascination as Leonard drinks from the
mug. The Drunk is giggling.

				NATALIE
		    (fascinated)
		You really do have a problem. Just like
		that cop said.

Leonard looks at Natalie, confused.


							(CONTINUED)

MEMENTO Pink Revisions - 9/7/99
							86A.

132  CONTINUED:							 132

				NATALIE (cont'd)
		Your condition, I mean.


							(CONTINUED)

MEMENTO Pink Revisions - 9/7/99
							87.

132  CONTINUED: (2)							  132

				LEONARD
		    (shrugs)
		Nobody's perfect.

Natalie leans in close, studying Leonard, looking him over.

				NATALIE
		What's the last thing you remember?
		Leonard looks at her.

CUT TO FLASHBACK:

133  INT. LEONARD'S BATHROOM - NIGHT <>		133

An extreme close up, from floor level, of a woman's staring
eyes seen through water-beaded, blood-spattered clear
plastic.

The EYES BLINK.

134  INT. FERDY'S BAR - DAY <>			    134

BACK TO LEONARD IN BAR:

Leonard looks at Natalie.

				LEONARD
		My wife.

				NATALIE
		Sweet.

				LEONARD
		Dying.

				NATALIE
		What?

				LEONARD
		I remember my wife dying.

Natalie picks up the silver tankard from the table.

				NATALIE
		Let me get you a fresh glass. I think
		this one was dusty.

135  INT. MOTEL ROOM 21 - DAY ##BLACK AND WHITE SEQUENCE##	   135

Leonard, in boxers and long-sleeved plaid work shirt, lies on   *
the bed, trying to ignore the RINGING PHONE. he rubs his	   *
tattoo: "NEVER ANSWER THE PHONE". The phone goes quiet.	    *
	
							(CONTINUED)

MEMENTO Pink Revisions - 9/7/99
							87A.

135  CONTINUED:							 135

Leonard hears a noise, and turns to see an ENVELOPE sliding	*
underneath the door. He gets off the bed and picks it up. It    *
is addressed: "LEONARD". He opens it and removes a POLAROID.    *
The photo of himself, bare-chested, tattooed and grinning	  *
maniacally, pointing to the bare area of skin above his	    *
heart. Leonard stares at it, disturbed. Underneath the photo    *
is written:							   *

"TAKE MY CALL"							*

The phone RINGS.							   *

							CUT TO:


							 (CONTINUED)

MEMENTO Pink Revisions - 9/7/99
							88.							

136  OMIT							  136*

137	INT. JAGUAR PARKED IN FERDY'S BAR PARKING LOT - DAY <>

Leonard sits, studying his Polaroids. A metallic howl makes	*
him glance up and he sees the lid of a dumpster BANG SHUT. He   *
puts his Polaroids in his pocket and examines the beer mat	 *
with the message: "COME BY AFTERWARDS, NATALIE"			  *

138  OMIT							  138*


MEMENTO Pink Revisions - 9/7/99
							89.

139  INT. FERDY'S BAR ON MAIN STREET - DAY <>    139

Leonard enters and sits at the bar a couple of places down
from a filthy, toothless Drunk. Natalie (without bruises)
appears in front of him. Leonard looks up at Natalie without
recognition. She eyes him coldly, staring at his clothes.

				LEONARD
		Beer, please.

				NATALIE
		    (apprehensive)
		What do you want?

				 LEONARD
		A BEER, please.

				 NATALIE
		Don't just waltz in here dressed like			  *
		that and order a beer.						  *

Leonard looks over to the filthy Drunk, then back at Natalie.

				 LEONARD
		There's a dress code?

				 NATALIE
		What are you here for?

				 LEONARD
		I'm meeting someone called Natalie.

				 NATALIE
		Well, that's me.

				 LEONARD
		Oh. But haven't we met before?

Natalie slowly shakes her head. Leonard is confused.

				LEONARD (cont'd)
		So why am I here?

				 NATALIE
		You tell me.

				 LEONARD
		I don't remember. See, I have no short-			*
		term memory. It's not amnesia -				   *






							(CONTINUED)

MEMENTO Pink Revisions - 9/7/99
							90.

139 CONTINUED:

				NATALIE
		You're the memory guy?

				LEONARD
		How do you know about me?

				NATALIE
		My boyfriend told me about you.

				LEONARD
		Who's your boyfriend?

				NATALIE
		    (beat)
	    Jimmy Grantz. Know him?

Leonard shrugs.

				NATALIE (cont'd)
		Well, it seems like Jimmy knows you. He
		told me about you. Said you were staying
		over at the Discount. Then, just this			  *
		evening, this cop comes in here looking			*
		for you. Looking for a guy who couldn't
		remember stuff, who'd forget how he got
		here or where he was going. I told him we
		get a lot of guys like that in here.

Leonard does not find this funny.

				LEONARD
		Chronic alcoholism ~ one cause of short
		term memory loss.

				NATALIE
		Are you Teddy?

				LEONARD
		My name's Leonard.							 *

				NATALIE
		Did Teddy send you?

				LEONARD
		I don't know.

Natalie stares at Leonard. Her look softens, becoming almost
pleading.

				NATALIE
		What's happened to Jimmy?


							(CONTINUED)

MEMENTO Pink Revisions - 9/7/99
							91.

139  CONTINUED: (2)							  139

				LEONARD
		I don't know. I'm sorry.

				NATALIE
		You have no idea where you've just come
		from? What you've just done?

Leonard shakes his head.

				LEONARD
		I can't make new memories. Everything			  *
		fades, nothing sticks. By the time we
		finish this conversation I won't remember
		how it started, and the next time I see
		you I won't know that I've ever met you
		before.

				NATALIE
		So why did you come here?

Leonard pulls the beer mat out of his pocket and hands it to
Natalie.

				LEONARD
		Found it in my pocket.

Natalie takes it, staring at it, emotional.

				NATALIE
		    (quiet)

		Your pocket.

She retreats down the bar to attend to a CUSTOMER, eyeing
Leonard suspiciously as he pulls out his Polaroids.

LATER:

Leonard hears a hocking sound and looks over to see the
filthy Drunk spitting a blob of sticky phlegm into a silver
tankard which Natalie holds across the bar. Natalie smiles.

				NATALIE (cont'd)
		Bar bet.

Leonard shakes his head and looks down. He hears a snort and
glances over again. The Drunk is pushing his finger against
one nostril, whilst blowing snot out the other into the
tankard. Natalie smiles again.

				NATALIE (cont'd)
		For a lot of money.

							(CONTINUED)

MEMENTO Pink Revisions - 9/7/99
							92.

139  CONTINUED: (3)							  139

She approaches with the tankard.

				NATALIE (cont'd)
		Care to contribute?

Leonard shakes his head, disgusted. Natalie waves the tankard
in his face.

				NATALIE (cont'd)
		Come on, proceeds are going to charity.

Leonard drops a tidy blob of spit into the beer, shakes his
head, revolted. Natalie places the mug on the bar in front of
the stool next to Leonard's. She takes a long-handled spoon
and stirs it vigorously. Leonard grabs his Polaroids and
moves over to a booth.

Natalie brings over the tankard arid places it in front of
him, smiling.

				NATALIE (cont'd)
		On the house.

				LEONARD
		Thank-you.

Leonard raises the tankard to his lips.

							CUT TO:

140  INT. MOTEL ROOM 21 - DAY ##BLACK AND WHITE SEQUENCE##	   140

Leonard, holding the Polaroid of himself, stares at the ringing *
phone. He picks up the receiver.						  *

				LEONARD							  *
		    (anxious)							 *
		What do you want?							  *
		    (listens)							 *
		I know you're a cop, but what do you			   *
		want? Did I do something wrong?				   *
		    (frightened)							   *
		No, but I can't remember things I do. I			*
		don't know what I just did. Maybe I did			*
		something wrong, did I do something			    *
		wrong?							   *

Leonard paces.							*

				LEONARD							  *
		I dunno - something bad. Maybe I did			   *
		something bad.							*



MEMENTO Pink Revisions - 9/7/99
							93.

A140 EXT. ALLEYWAY BEHIND TATTOO PARLOUR - DAY <>							    *

Leonard DROPS from a WINDOW, gains his balance and HURRIES to   *
his Jaguar which is parked on the street by the mouth of the    *
alley. He slips into the car, CLOSES the door gently, starts    *
the engine and SPEEDS away.							  *

B140 INT./EXT. JAGUAR PARKED OUTSIDE FERDY'S - DAY <>							    *							 

Leonard reaches into his jacket pocket and pulls out a round    *
piece of cardboard. It is a BEER MAT with the name of a local   *
bar: "FERDY'S". There is a message written on it:			*

"COME BY AFTERWARDS, NATALIE".						    *

Leonard looks up at the doorway of the bar, then pulls the	 *
car around into the parking lot. Natalie is standing by a	  *
dumpster, heaving a trash bag into it. She watches the car	 *
pull up, unable to see the driver. Natalie casually knocks on   *
the passenger side window. Leonard lowers the window and	   *
Natalie leans down.							*

				NATALIE							  *
		    (casual)							  *
		Hey, Jimmy -							  *

Natalie stares at Leonard confused.					    *

				NATALIE (cont'd)					   *
		I'm sorry, I... I thought you were				*
		someone else.							 *

Natalie backs away from the car, perturbed. Just before she	*
disappears around the corner, she tips the lid of the		 *
dumpster, letting it fall with a metallic howl and a BANG.	 *

C140 INT. MOTEL ROOM 21 - DAY ##BLACK AND WHITE SEQUENCE##	   C140

Leonard talks on the phone, worried.					   *

				LEONARD							  *
		No, Officer, but with my condition, you			*
		don't know anything... you feel angry,			 *
		guilty, you don't know why. You could do		    *
		something terrible and not have the			    *
		faintest idea ten minutes later. Like			  *
		Sammy. What if I've done something like			*
		Sammy?!							  *
		    (listens)							 *
		I didn't tell you? Didn't I tell you			   *
		what happened to Sammy and his wife?!			  *
		    (listens)							 *
				(MORE)
							(CONTINUED)

MEMENTO Pink Revisions - 9/7/99
							93A.

C140 CONTINUED:							 C140

				LEONARD (contd)
		Mrs. Jankis came to my off ice and asked		    *
		my honest opinion about Sammy's				   *
		condition.							    *

141  INT. LEONARD'S OFFICE - DAY ##BLACK AND WHITE SEQUENCE##	141

Mrs. Jankis is seated across the desk from Leonard. She gets
up to leave. Leonard just sits there.

				LEONARD (V.0.)
		I never said he was faking. Just that
		his condition was mental, not physical.
		She seemed satisfied, she just said
		"thanks" and got up to leave. I found
		out later that she went home and gave
		Sammy his final exam.

142  INT. THE JANKIS HOUSE LIVING ROOM - DAY ##BLACK AND WHITE    142
SEQUENCE##

Sammy watches T.V. commercials. Mrs. Jankis watches him.

				MRS. JANKIS
		Sammy, it's time for my shot.

Sammy looks up, smiling, glad to help. He goes into the
kitchen and comes back with a bottle of insulin, a syringe
and a cotton swab.

Sammy carefully prepares the injection and Mrs. Jankis offers
him her arm. (LEONARD AND LEONARD'S WIFE TO SUBSTITUTE)





















							(CONTINUED)

MEMENTO Pink Revisions - 9/7/99
							94. 

142  CONTINUED:							 142

				LEONARD (V.O.)
		She knew beyond doubt that he loved her,
		so she found a way to test him.

Sammy injects the insulin, then withdraws the needle, smiles
reassuringly at his wife and goes back into the kitchen.

Mrs. Jankis watches Sammy flipping through the channels,
looking for commercials.

She sets her watch back by fifteen minutes.

				MRS. JANKIS
		Sammy, it's time for my shot.

Sammy looks up, smiling, glad to be able to help. He goes
into the kitchen and comes back with the bottle of insulin,
the syringe and a new cotton swab.

He carefully prepares the injection and Mrs. Jankis offers
him her other arm. Sammy injects the insulin, then looks up
at her and smiles.

Sammy watches T.V. Mrs. Jankis sets her watch back by fifteen
minutes.

				MRS. JANKIS (cont'd)
		Sammy, it's time for my shot.

Sammy looks over from the T.V., smiling, glad to be able to
help.

Mrs. Jankis offers Sammy her leg, and he gives her another
shot of insulin, smiling.

				LEONARD (V.O.)
		She really thought she would call his
		bluff...

Mrs. Jankis sets her watch back by fifteen minutes.

				LEONARD (V.O.) (cont'd)
		... or didn't want to live with the
		things she'd put him through.

Sammy injects her in the stomach.

							    DISSOLVE TO:

Mrs. Jankis, unconscious in her chair. Sammy glances over from
watching T.V. commercials, wondering.

He goes to her and takes her hand, nudging her gently.


							(CONTINUED)
							95.

142  CONTINUED: (2)							  142

				LEONARD (V.0.) (CONT'D)
		She went into a coma and never
		recovered.

Sammy grabs for the phone, dialing frantically.

				LEONARD (V.O.)(cont'd)
		Sammy couldn't understand or explain
		what had happened.

Sammy strokes Mrs. Jankis' cheek, crying.

143  INT. CROWDED DAY ROOM OF A NURSING HOME - DAY ##BLACK AND    143
WHITE SEQUENCE##

Sammy sits watching other patients and nursing staff pass by.
(LEONARD TO SUBSTITUTE) He looks at each one with a fresh
look of expectant recognition.

				LEONARD (V.0.)
		He's been in a home ever since. He
		doesn't even know his wife is dead.

144  INT. MOTEL ROOM 21 - DAY ##BLACK AND WHITE SEQUENCE##	   144*

Leonard strokes the tattoo on his hand.

				LEONARD (cont'd)					   *
		Sammy's brain didn't respond to				   *
		conditioning, but he was no con man.			   *
		When his wife looked into his eyes she			 *
		thought he could be the same as he ever			*
		was. When I looked into Sammy's eyes, I			*
		thought I saw recognition. We were both			*
		wrong.	 

Leonard looks into the mirror.
















							(CONTINUED)

MEMENTO Pink Revisions - 9/7/99
							96.

144  CONTINUED:							 144

				LEONARD (cont'd)
		Now I know. You take it. If you think
		you're supposed to recognize someone,
		you pretend to. You bluff it to get a
		pat on the head from the doctors. You
		bluff it to seem less of a freak.				 *

145  EXT. STRIP MALL - DAY <>				145

The TYRES of the Jaguar SCREAM as the car SCREECHES to a
halt. Leonard backs the car up and stops in front of a TATTOO
PARLOR. He grabs a FILE CARD of f the dash which says:

"TATTOO: FACT 6. CAR LICENSE: SG13 7IU"

146  INT. TATTOO PARLOR - DAY <>			  146

Leonard (beige suit) enters. A TATTOOIST is sitting with a
magazine, smoking.

				LEONARD
		Didn't know this town had a parlor.

				TATTOOIST
		Every town's got a parlor.

				LEONARD
		I'd like this on my thigh please.

Leonard hands her a FILE CARD. She reads the card, then looks
at him. He shrugs.

147  INT. CURTAINED CUBICLE - TATTOO PARLOR - DAY - CONTINUOUS    147
<>

Leonard unbuckles his trousers and starts to pull them down.
He STOPS when he sees his thigh, looking up at the tattooist.

				LEONARD
		Promise you won't call me an idiot.

He pulls down his trousers, revealing his SCABBY, homemade
tattoo. ("FACT 5: DRUG DEALER"). The tattooist looks at it.

				TATTOOIST
		    (shaking her head)
		Idiot.








MEMENTO Pink Revisions - 9/7/99
							97.

148  INT. CURTAINED CUBICLE - TATTOO PARLOR - DAY - CONTINUOUS    148
<>

Extreme close-up of the tattooing needle finishing an "F".

Wider shows us Leonard sitting with his suit trousers around
his ankles in a curtained cubicle. Next to him on the floor
is his sports bag of notes and papers. The tattooist is	    *
tattooing his thigh, Leonard is reading a file, fascinated.

The curtain is thrust open and Teddy pokes his head in.

				TEDDY
		Hi, Lenny.

The tattooist turns and looks up at Teddy.				  *

				TATTOOIST							*
		It's private back here.	    

				TEDDY
		It's alright, we know each other, right,
		Lenny?

The tattooist looks to Leaonard. Leonard shrugs.			 *

				LEONARD
		How'd you know I was in here?

				TEDDY
		The Jaguar's out front. You didn't even
		Bother to put it around back.

Teddy cranes his neck to see what the tattoo says, but only
"6. LI" is visible.

				TEDDY (cont'd)
		You should have just left town, Lenny.
		There's Tattoo parlors up North.

				LEONARD
		Guess I wanted to get something down
		before it slipped my mind.

The tattoo needle buzzes as the tattooist makes a start on	 *
the next letter: a "C". Teddy sticks his hand through the
curtain.

				TEDDY
		Gimme the keys, I'll move the car.

Leonard watches Teddy.



							(CONTINUED)

MEMENTO Blue Revisions - 8/27/99
							98.

148  CONTINUED:							 148

				LEONARD
		It'll be alright for a minute.

Teddy shrugs. The tattooist looks up at him.

				TATTOOIST
		Wait out there.

Teddy goes back through the curtain. Teddy pops his head back
through the curtain.

				TEDDY
		Lenny, I'll be back in a minute. I've got
		to get you some stuff.

149  INT.CURTAINED CUBICLE - TATTOO PARLOR - DAY - MOMENTS LATER  149
<>

The buzzing of the tattoo needle stops. Leonard looks down at
his thigh. It says:

"FACT 6. CAR LICENSE: SG13 7IU"


150  INT. TATTOO PARLOR - DAY - MOMENTS LATER <> 150

Leonard exits the curtained cubicle, buckling his belt. Teddy
is waiting for him with a PLASTIC BAG. Leonard pays the
tattooist. Teddy looks at her.

				TEDDY
		Give us a minute, will ya?

She shrugs and heads into the back. Teddy watches her go,
then turns to Leonard, conspiratorial.

				TEDDY (cont'd)
		We've got to get you out of here.				 *

				LEONARD
		Why?

				TEDDY
		Why? Come on, Leonard, we talked about
		this. It's not safe f or you to be walking
		around like this.

				LEONARD
		Why not?




							(CONTINUED)

MEMENTO Pink Revisions - 9/7/99
							99.

150  CONTINUED:							 150

				TEDDY
		Because that cop's looking for you. We			 *
		need to get you a change of identity.
		Some new clothes and a different car
		should do for now. Put these on.				  *

Teddy offers the bag of clothes. Leonard refuses it.		  *

				LEONARD							  *
		What cop?

				TEDDY
		This bad cop. He checked you into the			  *
		Discount Inn. Then he's been calling you		    *
		for days, sticking envelopes under your			*
		door, telling you shit.						 *

				LEONARD
		Envelopes?							    *

				TEDDY
		He knows you're no good on the phone, so		    *
		he calls you up to bullshit you.				  *
		Sometimes you stop taking his calls, so			*
		he slips something under your door to			  *
		frighten you into answering your phone			 *
		again. He's been pretending to help you.		    *
		Feeding you a line of crap about John G.		    *
		being some local drug dealer.					*

				LEONARD
		How do you know this?

				TEDDY
		'Cos he fucking told me. He thinks it's
		funny. He's laughing at you.

				LEONARD
		How do you know him?

				TEDDY
		    (glances around)
		I'm a snitch. He's a cop from out of town
		looking for information. The local boys
		put us in touch.


							(CONTINUED)

MEMENTO Pink Revisions - 9/7/99
							100.

150  CONTINUED: (2)							  150

Leonard takes the plastic bag.

				LEONARD							  *
		What did he want to know from you?				*


							(CONTINUED)

MEMENTO Pink Revisions - 9/7/99
							101.

150  CONTINUED: (3)							  150

				TEDDY							    *
		He wanted to know all, about Jimmy Grantz.

				LEONARD
		Who?

				TEDDY
		Jimmy's a drug dealer. This cop wanted to
		know all about how he sets up deals, shit
		like that. He's got some score in mind			 *
		and you're involved. Come on, there's no		    *
		time to argue - if he knew I was helping		    * 
		you he'd find a way to kill me. Just get		    *
		these clothes on. You're gonna take my			 *
		car and get the fuck out of here.				 *

Leonard heads back into the curtained cubicle with the
plastic bag of clothes.


MEMENTO Pink Revisions - 9/7/99
							102.

151  INT. CURTAINED CUBICLE - TATTOO PARLOR - DAY - CONTINUOUS    151
<>

Leonard drops the plastic bag and takes his jacket off. He
feels something in the pocket, sticks his hand in and pulls	*
out a charred Polaroid photograph.						*

Leonard examines it, PUZZLED. All that is visible is AN ARM,    *
lying on a floor. Leonard reaches into the other pocket and	*
pulls out his POLAROIDS, flicking through them until he finds
the one of Teddy. He flips it over and checks the back:

"DON'T BELIEVE HIS LIES"

Leonard reacts with amused RELIEF.

				LEONARD
		    (under his breath)
		Sneaky fuck. "Bad Cop". Had me going.

Leonard puts his jacket back on, checks the other pockets. He
finds a BEER MAT for a local bar named FERDY'S. There is a
message written on it:

"COME BY AFTERWARDS, NATALIE"

Leonard sticks it back in his pocket. He PEEKS through the
curtains. Teddy is sitting by the door, waiting. Leonard
looks around, NOTICES a window set high in the wall above the
padded bench in the cubicle. Leonard CLIMBS on the bench,
OPENS the window and SQUEEZES himself through.

152  EXT. TATTOO PARLOUR ALLEYWAY - DAY - CONTINUOUS <>

Leonard DROPS from the window, regains his balance and
hurries to his Jaguar which is parked on the street by the
mouth of the alley.

							CUT TO:

153  INT. MOTEL ROOM 21 - DAY ##BLACK AND WHITE SEQUENCE##	   153

Leonard, in boxers and plaid work shirt, sits hunched over	 *
the bedside table, flipping through the file as he talks on	*
the phone.

				LEONARD
		So this Jimmy Grantz deals drugs out of			*
		the bar where his girlfriend works. But			*
		he'll come to the meet alone.					*

Leonard looks down at the FRESH TATTOO on his thigh.		  *


							(CONTINUED)

MEMENTO Pink Revisions - 9/7/99
							102A.

153  CONTINUED:							 153

"FACT 5: DRUG DEALER"							   *

He consults a file which he has drawn from his bag.		   *

				LEONARD (cont'd)					   *
		I always figured the drugs angle would			 *
		be the best way to get him. No, officer,		    *
		I'm ready. Ready as I'll ever be.
		    (listens)
		You're downstairs now? What do you look
		like?
		    (listens)
		I'll be right down.

							 (CONTINUED)

MEMENTO Pink Revisions - 9/7/99
							103.

153  CONTINUED: (2)							  153

Leonard hangs up the phone and pulls on a pair of scruffy
jeans. He grabs his Polaroid camera and puts it over his	   *
shoulder.

154  EXT. DISCOUNT INN - DAY ##BLACK AND WHITE SEQUENCE##	    154

Leonard exits and heads to the Motel office.

155  INT. DISCOUNT INN OFFICE - DAY ##BLACK AND WHITE SEQUENCE##  155

The BELL CHIMES as Leonard enters. Burt is behind the
counter. A MAN stands by the free coffee. The Man TURNS	    *
AROUND. It is Teddy, with a big grin.

				TEDDY
		Lenny!

Leonard smiles cautiously, and offers his hand.

				LEONARD
		Officer Gammell.

156  EXT. DISCOUNT INN - DAY ##BLACK AND WHITE SEQUENCE##	    156

Leonard exits the office, followed by Teddy, and looks
through his Polaroids. He finds one of a PICKUP TRUCK, spots
it in the lot, and walks over to it. He turns around and
points his camera at Teddy. Teddy grins wider. Leonard snaps
the picture.

				LEONARD
		Something to remember you by.

Leonard lowers the camera and takes out a pen, resting the
picture against the truck, about to write on the white strip
beneath the developing picture.

				LEONARD (cont'd)
		I'm sorry - is it Officer, or Lieutenant
		Gammell?

Teddy coughs and looks at the picture.

				TEDDY
		Just Teddy. Don't write Gammell please.

Leonard raises his eyebrows.

				TEDDY (cont'd)
		I'm undercover. Here's directions. He'll
		be heading there now.


							(CONTINUED)

MEMENTO Pink Revisions - 9/7/99
							104.

156  CONTINUED:							 156

Teddy pulls a note out of his pocket and hands it to Leonard.

				LEONARD
		You're not coming?

				TEDDY
		Wouldn't be appropriate.						*

Leonard climbs into the truck. Teddy taps on the window.

				TEDDY (cont'd)
		Leonard?

Leonard cranks it down. Teddy looks at Leonard with something
like fatherly affection.

				TEDDY (cont'd)
		Make him beg.

157  INT./EXT. PICKUP TRUCK ON STREET - DAY ##BLACK AND WHITE	157
SEQUENCE##

The pickup truck speeds along, past strip malls and gas
stations, heading into more desolate industrialization.

158  EXT. THE DERELICT BUILDING - DAY ##BLACK AND WHITE SEQUENCE##158

The pickup truck bumps across the railroad tracks, then pulls
up in front of the LARGE DERELICT BUILDING. Leonard gets out
of the pickup, looking around.

159  INT. DERELICT BUILDING - DAY - ##BLACK AND WHITE SEQUENCE##  159

He heads into the house, down the DIMLY-LIT, DECAYING FORMER
HALLWAY, treading carefully on the LOOSE, ROTTEN FLOORBOARDS.
He notices a door at the end of the hallway. He opens the
door to see that it leads down to the basement.

Leonard hears a CAR APPROACHING. He slips into the kitchen
and looks out the dirty, broken front windows.

160  EXT. DERELICT BUILDING - DAY ##BLACK AND WHITE SEQUENCE##    160

THE JAGUAR is approaching fast. It parks next to the PICKUP
TRUCK, and the driver emerges; a young man in his 30's,
smartly dressed in BEIGE SUIT and BLUE SHIRT. This is JIMMY,
the young man from Natalie's photograph. He looks at the
truck then at the house.

161  INT. DERELICT BUILDING - DAY ##BLACK AND WHITE SEQUENCE##    161

Leonard steps back into the shadows of the crumbling kitchen.
Jimmy approaches the doorway, peering into the dark hallway.

							(CONTINUED)
MEMENTO Pink Revisions - 9/7/99
							105.

161  CONTINUED:							 161

				JIMMY
		Teddy?!

Jimmy steps cautiously inside. Leonard emerges from the
kitchen.

				LEONARD
		Jimmy?

				JIMMY
		What the fuck are you doing here?

				LEONARD
		Do you remember me?

				JIMMY
		    (laughs)
		Yeah, I remember you.

				LEONARD
		You Jimmy Grantz?							  *

				JIMMY
		Expecting any other Jimmy's out here,
		Memory Man? Where the fuck's Teddy?

Leonard comes out of the gloom, stopping in front of Jimmy,
studying his face. Leonard has a JACK HANDLE in his hand.

			    JIMMY (cont'd)
		Well?

							FLASHBACK TO:

162	INT. LEONARD'S APARTMENT BATHROOM - NIGHT ##BLACK AND WHITE 162
SEQUENCE##

Leonard's wife, head wrapped in a water-beaded clear plastic
shower curtain, THRASHING around, GASPING for breath.

163	INT. DERELICT BUILDING - DAY - ##BLACK AND WHITE SEQUENCE## 163

Leonard HITS Jimmy around the head with the jack handle.
Jimmy goes down, but STRUGGLES as Leonard drags him deeper
into the dark hallway. Leonard bends over the groaning Jimmy,
frisking him, finding nothing.

				JIMMY (cont'd)
		You fucking retard, you can't get away
		with this -

Leonard holds the jack handle above him.

							(CONTINUED)
MEMENTO Blue Revisions - 8/27/99
							106.

163  CONTINUED:							 163

				LEONARD
		Strip!

Jimmy starts taking off his suit.

				JIMMY
		You're making a big fucking mistake. My
		associates are not people you want -

				LEONARD
		Don't say anything else.

				JIMMY
		I knew I couldn't trust that fuck -

				LEONARD
		Quiet!

Jimmy drops his shirt.

				LEONARD (cont'd)
		Pants, too.

				JIMMY
		Why?

				LEONARD
		I don't want blood on them.

				JIMMY
		    (sudden fear)
		Wait! Did he tell you what I was
		bringing?

				LEONARD
		Strip!

				JIMMY
		Look, there's two hundred grand stashed
		in the car. Just take it!

Leonard shoves Jimmy to the ground.

				LEONARD
		You think you can bargain with me?!

				JIMMY
		Take the money and walk away!

				LEONARD
		I don't want your fucking money!




							(CONTINUED)
							107.

163  CONTINUED: (2)							  163

				JIMMY
		What?! What do you want from me?!

Leonard looks up.

164  INT. LEONARD'S APARTMENT - DAY - ##BLACK AND WHITE SEQUENCE##164

Leonard's wife, smiling.

165  INT. DERELICT BUILDING - DAY - ##BLACK AND WHITE SEQUENCE##  165

Leonard is losing it.

				LEONARD
		I want my fucking life back!

Jimmy SWINGS at Leonard with a BROKEN FLOORBOARD, STRIKING
his shoulder. The jack handle goes flying. Jimmy SWINGS
again, misses. Leonard GRABS him, taking him down. The two of
them STRUGGLE on the floor. Leonard gets ON TOP of Jimmy,
CHOKING him. Jimmy tries to speak, but can only make GURGLING
noises. As Leonard watches Jimmy fight for air we:

166  INT. LEONARD'S APARTMENT BATHROOM - NIGHT - ##BLACK AND	 166
WHITE SEQUENCE##

Leonard's wife THRASHES her head from side to side,
STRUGGLING to breathe though the clear plastic shower
curtain.

BACK TO SCENE:

167	  INT. DERELICT BUILDING - DAY - ##BLACK AND WHITE SEQUENCE## 
167

Jimmy's arms THRASH, his hands catching Leonard's face,
SCRATCHING his cheek. Leonard tips his head back and
increases his efforts. Jimmy STOPS struggling. Leonard keeps
his hands around Jimmy's throat until he is confident that he
is DEAD.

Leonard BREATHES as he stands up. He nods to himself with
satisfaction. He looks around for his POLAROID CAMERA. He
snaps a FLASH picture of Jimmy's body, and stares intently at
the POLAROID as it begins to DEVELOP.

We see the IMAGE OF THE STRANGLED JIMMY appear <>(POST)

168  INT. DAY - DERELICT BUILDING - CONTINUOUS <>168

Leonard stands above Jimmy's body, examining the picture he
has just taken, nodding to himself, catching his breath.



							(CONTINUED)
							108.

168  CONTINUED:							 168

Leonard grabs Jimmy' s body by the legs, DRAGGING him back	 *
towards the basement. He opens the door and BACKS down into
the DARKNESS, pulling Jimmy behind him.

169  INT. BASEMENT OF DERELICT BUILDING - DAY - CONTINUOUS	   169
<>

Leonard BACKS DOWN the stairs, dragging Jimmy's BODY, head
BUMPING down each step. In the middle of the room, Leonard
DROPS the legs. Moving fast, Leonard pulls the BEIGE SUIT	  *
TROUSERS from the body, REMOVES HIS OWN SCRUFFY JEANS AND	  *
PLAID WORK SHIRT. Leonard dresses in Jimmy's BLUE SHIRT and	*
BEIGE SUIT. He grabs the Polaroids from his PLAID WORK SHIRT    *
and sticks them in his suit jacket pocket. He dumps his old	*
clothes onto Jimmy's body. A faint RASPING comes from Jimmy's   *
throat. Leonard, frightened, bends down to listen.

				JIMMY
		    (barely and audible rasp)
		Sammy... remember Sammy...

Leonard is SHOCKED. Jimmy is silent. The sound of a CAR
outside. Leonard JUMPS to his feet.

170  INT. KITCHEN, DERELICT BUILDING - DAY - CONTINUOUS <>

Leonard looks out to see Teddy getting out of his GREY SEDAN.
Leonard leafs through his Polaroids finding the one of Teddy.
There is nothing on the back. He sticks his Polaroids back in
his pocket, pausing at the one of the STRANGLED JIMMY.

				LEONARD (V.0.)						*
		What have I done?							  *

171  EXT. DERELICT BUILDING - DAY <>		   171

Leonard emerges to find Teddy trying the Jaguar's doors.

				LEONARD
		    (distraught)
		Hey! Mister! I need help!

Teddy looks up.

				TEDDY
		What's wrong?

				LEONARD
		There's a guy in here, hurt bad! We gotta
		get him to a doctor!

Teddy moves towards the house. Leonard leads him in.


MEMENTO Pink Revisions - 9/7/99
							109.

172  INT. DERELICT BUILDING - DAY - CONTINUOUS <172

Teddy follows Leonard down the darkened hall.

				LEONARD
		    (panicked)
		He might have fallen down the stairs, I
		don't know, I don't know what's going on,
		I'm confused. I have this memory thing -
		do I know you?

				TEDDY
		No. Don't worry, I'm a cop. Everything'll
		be okay. Is he still breathing?

				LEONARD
		Maybe. Maybe just.

They go down into the basement.

173  INT. BASEMENT OF DERELICT BUILDING - DAY - CONTINUOUS	   173
<>

Teddy follows Leonard down the stairs. Jimmy's body, dressed
only in boxers, lies in the middle of the floor.

				TEDDY
		So what were you doing here?

Teddy moves to the body and crouches down to examine it.

				LEONARD
		I don't know. See, I have this condition.

				TEDDY
		Well, I hope it's not as serious as his,
		'cos this guy's dead.

Leonard CRACKS Teddy over the head with the FLOORBOARD.	    *

				TEDDY (cont'd)						*
		FUCK, Lenny! That fucking kills!

				LEONARD
		Remember me again, huh?

Leonard FRISKS him, pulling out a GUN and a POLICE BADGE.	  *

				LEONARD (cont'd)					   *
		You're a cop. A fucking cop.					 *





							(CONTINUED)

MEMENTO  Yellow Revisions - 9/29/99
							109A.

173  CONTINUED:							 173

				TEDDY							    *
		Yeah, and I helped you find the guy you			*
		were looking for -							 *

				LEONARD							  *
		Get up.							  *

Teddy CRAWLS to his feet, RUBBING his head.				 *

MEMENTO  Yellow Revision - 9/29/99
							110.

174  INT. DERELICT BUILDING - DAY - CONTINUOUS <>174

Leonard pushes Teddy out of the basement.

				TEDDY
		I think you've got the wrong idea -

Leonard GRABS Teddy.

				LEONARD
		Who was that? He's not the guy. He knew			*
		me.							 *

				TEDDY							    *
		Sure he did. He raped your wife and			    *
		fucked up your brain.						   *

				LEONARD							  *
		Bullshit.							*

				TEDDY
		His name's James F. Grantz, John G. Check		   *
		your tattoos.							 *

				LEONARD
		So what was he bringing the two hundred			*
		grand for?							    *

				TEDDY							    *
		What -							   *

				LEONARD							  *
		What was it for?							   *

				TEDDY
		A load of amphetamine I told him I had.

				LEONARD
		This is a drug deal?!

				TEDDY
		That, and your thing.						   *

							(CONTINUED)

MEMENTO - Green Revisions 10/4/99
							111.

174  CONTINUED:							 174

				TEDDY (cont'd)						*
		Jimmy's your guy, Leonard. I just figured		   *
		we'd make some money on the side.				 *

				LEONARD							  *
		But how did he know me?						 *

				TEDDY							    *
		The Discount Inn, he deals out of there.		    *
		The guy at the front desk lets him know
		if anybody comes snooping around. He
		called Jimmy as soon as you took a
		picture of that dump.						   *

				LEONARD
		You're using me!

Teddy looks at him, offended.

				TEDDY
		No!
		    (beat)
		You get half.							 *

Leonard THROWS him against the wall.

				LEONARD
		He knew about Sammy. Why would I tell him
		about Sammy?							  *

				TEDDY
		    (chuckles)
		You tell everyone about Sammy. Everyone
		who'll listen. "Remember Sammy Jankis,
		remember Sammy Jankis". Great story. Gets
		better every time you tell it. So you
		lie to yourself to be happy. Nothing
		wrong with that - we all do. Who cares if
		there's a few little things you'd rather
		not remember?

				LEONARD
		What the fuck are you talking about?

							(CONTINUED)

MEMENTO - Green Revisions 10-4-99
							112.

174  CONTINUED: (2)							  174

				TEDDY
		    (theatrical shrug)
		I dunno... your wife surviving the
		assault... her not believing about your
		condition... the doubt tearing her up
		inside.., the insulin -

			    LEONARD
		That's Sammy, not me! I told you about
		Sammy -

			    TEDDY
		Like you've told yourself. Over and over.
		Conditioning yourself to believe.
		"learning through repetition" -

			    LEONARD
		Sammy let his wife kill herself! Sammy
		ended up in an institution - !				    *

			    TEDDY
	    Sammy was a con man. A faker.

			    LEONARD
	    I never said he was faking! I never said
	    that!

			    TEDDY
	    You exposed him for what he was: a fraud.

							(CONTINUED)

MEMENTO - Green Revisions 10-4-99
							113.

174  CONTINUED: (3)							  174

				LEONARD
		I was wrong! That's the whole point!
		Sammy's wife came to me and -

				TEDDY
		Sammy didn't have a wife.

Leonard freezes, staring at Teddy.

				TEDDY (cont'd)
		It was your wife who had diabetes.

Leonard thinks.

175  INT. LEONARD'S APARTMENT - DAY <>		 175

Leonard's Wife sitting on the edge of the bed. She feels a
sharp pain, and turns to Leonard (just as we have seen
before).

				LEONARD'S WIFE
		Gentle.

Leonard has a syringe in his hand.

176  INT. DERELICT BUILDING - DAY <>		   176

Leonard shakes his head, clearing his head of the image.

				LEONARD
		My wife wasn't diabetic.

				TEDDY
		Are you sure?

177  INT. LEONARD'S APARTMENT - DAY <>		 177

Leonard's Wife on the edge of the bed. She feels a sharp
pain, and turns to Leonard.

				LEONARD'S WIFE
		Gentle.
							(CONTINUED)

MEMENTO - Green Revisions 10-4-99
							114.

177  CONTINUED:							 177

Leonard is playfully pinching her thigh.

178  INT. DERELICT BUILDING - DAY <>		   178

Leonard shakes his head, smiling.

				LEONARD
		She wasn't diabetic. You think I don't			 *
		know my own wife? What the fuck is wrong		    *
		with you?							*

				TEDDY
		    (shrugs)
		I guess I can only make you believe the
		things you want to be true, huh? Like ol'		   *
		Jimmy down there.

				LEONARD
		But he's not the right guy!					  *

				TEDDY							    *
		He was to you. Come on, Lenny, you got			 *
		your revenge - just enjoy it while you			 *
		still remember.							    *
							(CONTINUED)

MEMENTO - Green Revisions 10-4-99
							115.

178  CONTINUED:							 178

				TEDDY
		    (chuckles)
		What difference does it make whether he			*
		was your guy or not?						    *

				LEONARD
		It makes all the difference.					 *

				TEDDY
		Why? You're never going to know.				  *

				LEONARD
		Yes, I will.

				TEDDY
		No, you won't.

				LEONARD
		Somehow, I'll know!

				TEDDY
		You won't remember!

				LEONARD
		When it's done, I'll know! It'll be
		different!

				TEDDY
		I thought so too! I was sure you'd				*
		remember. But you didn't.					    *

 Beat. Leonard looks at Teddy, questioning.

				TEDDY
		    (off look)
		You know, when we found your guy and			   *
		killed him.
		    (off look)
		That's right, the real John G. Over a			  *
		year ago. I helped you find him. He's			  *
		already dead.							 *

				LEONARD
		Why do you keep lying to me?					 *

				TEDDY
		I'm not. I was the cop assigned to your			*
		wife's death. I believed you, I thought			*
		you deserved the chance for revenge. I
		helped you find the other guy who was in
		your bathroom that night. The guy who
		cracked your skull and fucked your wife.		    *
		We found him and you killed him.				  *
				(MORE)	
							(CONTINUED)
MEMENTO - Green Revisions 10-4-99
							115A.

178  CONTINUED: (2)							  178

				TEDDY (cont'd)
		You didn't remember, so I helped you			   *
		start looking again, looking for the guy		    *
		you already killed.

				LEONARD
		So who are you saying he was?					*

				TEDDY
		Just some guy. Does it even matter who? I
		stopped asking myself why a long time
		ago. No reason, no conspiracy; just bad
		fucking luck. A couple of junkies, too			 *
		strung out to realize that your wife
		didn't live alone. When you killed him,			*
		I've never seen you so happy - I was
		convinced you'd remember. But it didn't
		stick, like nothing ever sticks. Like
		this won't stick.

Leonard looks at the Polaroid of himself.

				TEDDY (cont'd)
		That's the picture, right? I took that,
		right when you did it. Look how happy you		   *
		are. Before you forgot. I wanted to see			*
		that face again.

				LEONARD							  *
		    (sarcastic)							    *
		Thank you.							    *

				TEDDY
		Fuck you; I gave you a reason to live and		   *
		you were more than happy to help. You lie		   *
		to yourself! You don't want the truth,			 *
		the truth is a fucking coward. So you			  *
		make up your own truth.						 *


							(CONTINUED)

MEMENTO - Green Revisions 10-4-99
							116.

178  CONTINUED: (3)							  178

				TEDDY (cont'd)						*
		Look at your police file. It was complete		   *
		when I gave it to you. Who took the 12			 *
		pages out?							    *

				LEONARD
		You probably.							 *

				TEDDY
		No. You took them out.						  *

				LEONARD
		Why would I do that?						    *

				TEDDY
		To set yourself a puzzle you won't ever
		solve. You know how many towns, how many		    *
		guys called James G? Or John G? Shit,
		Leonard, I'm a John G.

				LEONARD
		Your name's Teddy.

				TEDDY
		    (chuckles)
		My mother calls me Teddy. I'm John Edward
		Gammell. Cheer up, there's a lot of John		    *
		G's for us to find. All you do is moan.			*
		I'm the one that has to live with what			 *
		you've done. I'm the one that has to put		    *
		it all together. You just wander around			*
		playing detective. You're living a dream,		   *
		kid. A dead wife to pine for and a sense		    *
		of purpose to your life. A romantic quest		   *
		which you wouldn't end even if I wasn't			*
		in the picture.							    *

Leonard sticks the gun in Teddy's face.					*

				LEONARD
		I should kill you.							 *

				TEDDY
		Quit it!							 *
		    (brushes the gun away)					   *
		You're not a killer, Lenny. That's why			 *
		you're so good at it.						   *

Leonard SEARCHES Teddy's pockets, still holding the gun on	 *
Teddy. Leonard finds Teddy's CAR KEYS. He gets off Teddy and    *
moves towards the light.							*


							    (CONTINUED)

MEMENTO - Green Revisions 10-4-99
							116A.

178  CONTINUED: (4)							  178

				TEDDY (cont'd)
		Hey, where are you going? You know what			*
		time it is?							   *

Leonard stares at Teddy, mystified. Teddy grins.			 *

				TEDDY (cont'd)
		It's beer o'clock. And I'm buying. Our
		work here is done.

Leonard turns away, and walks out into the light.

179  EXT. DERELICT BUILDING - DAY - CONTINUOUS <>179

Leonard, in BEIGE SUIT and BLUE SHIRT, comes out into the
daylight, THROWS Teddy's CAR KEYS into some bushes then heads
to his PICKUP TRUCK and climbs in. Teddy goes to look for his
keys in the bushes.


							(CONTINUED)

MEMENTO - Green Revisions 10-4-99
							117.

180  INT. PICKUP TRUCK - DAY - CONTINUOUS <>	180

Leonard opens the revolver and empties the bullets onto the
passenger seat. He flips through the photos until he finds
the one of the STRANGLED JIMMY.

				LEONARD (V.0.)
		I'm not a killer...

Leonard reaches into his sports bag, grabs a LIGHTER and
sparks a flame. Leonard holds the PHOTO in the flame until it
CATCHES LIGHT, MELTING and BLACKENING. The flames go out,
having destroyed the entire image but for an arm resting on a
floor. Leonard sticks the remnants into his jacket pocket. He
looks in the rear-view mirror at Teddy, who scrabbles around
in the bushes.

				LEONARD (V.0.) (CON'T'D)
		... but right now I need to be.

Teddy's GREY SEDAN is parked in front of Leonard. Leonard
looks at the sedan, then reaches into his sports bag for a
PEN and a FILE CARD. He writes on the file card:

"TATTOO: I'VE DONE IT"

Leonard looks from the card to Teddy's sedan.

				LEONARD (V.O.)(cont'd)
		Maybe I'm not finished yet. Maybe I need
		to be sure that you won't ever use me
		again.

Leonard rips up the file card and takes out another.

				 LEONARD (V.0.) (cont'd)
		You're a John G.? Fine, then you can be
		my John G.

Leonard writes on the file card:

"TATTOO: FACT 6. CAR LICENSE NUMBER"

				LEONARD (V.O.)(cont'd)
		Do I lie to myself to be happy?

Leonard looks up at Teddy's sedan and copies down the license
number. The LICENSE NUMBER of Teddy's car is: SG13 7IU.

				LEONARD (V.O.)(cont'd)
		In your case, Teddy... yes, I will.


							(CONTINUED)

MEMENTO - Green Revisions 10-4-99
							117A.

180  CONTINUED:							 180

Leonard grabs the sports bag and GETS OUT of the PICKUP
TRUCK. He goes to THE JAGUAR and OPENS the passenger door,
DUMPING his sports bag onto the seat. Teddy SEES this and
RUNS over. Leonard walks to the back of the Jaguar and holds
up his camera.

				TEDDY
		Hey! Hey, that's not your car!

Leonard SNAPS a Polaroid of the Jaguar.

				LEONARD
		It is now.

				TEDDY
		You can't just take it!

Leonard UNLOCKS the trunk, TURNING to Teddy as he does so.

				LEONARD
		Why not?


							(CONTINUED)

MEMENTO  Yellow Revisions - 9/29/99
							118.

180  CONTINUED:							 180

				TEDDY
		You just killed the guy who owned it!
		Somebody'll recognize it!

Leonard pulls Teddy's EMPTY gun out of his pocket.

				LEONARD
		I'd rather be mistaken for a dead guy
		than a murderer. I'm gonna hang on to
		this.

Leonard TOSSES the GUN into the trunk. It lands on PILES OF
BANKNOTES STUFFED IN THE TRUNK. Teddy REACTS to the sight of
the money. Leonard glances at Teddy, then the money, shakes
his head, then SLAMS the trunk. Teddy jogs back to where he
was looking for his keys.

181  INT. JAGUAR - DAY <>				    181

Leonard starts the engine. Through the rear-view mirror,
Leonard stares at Teddy's retreating form. Thinking. Leonard
PULLS OUT onto the road.

182	INT./EXT. THE ROAD BACK INTO TOWN - DAY <>  182

As the Jaguar cruises along, Leonard places the FILE CARD on
the dash. It says:

"TATTOO: FACT 6. CAR LICENSE: SG13 7IU"					  *

Leonard drives, HEADING BACK INTO TOWN. He looks at his hand
on the steering wheel, reading "REMEMBER SAMMY JANKIS".

				LEONARD (V.O.)
		I have to believe in the world outside my
		own mind. I have to believe that my
		actions still have meaning, even if I
		can't remember them. I have to believe
		that when my eyes are closed, the world's
		still there.

Leonard CLOSES HIS EYES, driving blind. Stay on Leonard, not
seeing the road ahead, hearing cars whip past.

				LEONARD (V.O.) (cont'd)
		    (rising tension)
		But do I? Do I believe the world's still
		there?

Move in on Leonard as cars fly past, horns BLARING.

							(CONTINUED)

MEMENTO Blue Revisions - 8/27/99

							119.

182  CONTINUED:							 182

				LEONARD (V.O.) (cont'd)
		Is it still out there?!
		    (beat)
		Yes.

Leonard OPENS his eyes, straightening up the car, BREATHING.
His EYES DART from the STRIP MALLS to the GAS STATIONS, as if
HE IS TRYING TO ABSORB THE WHOLE TOWN IN A SINGLE VIEWING.

				LEONARD (V.O.) (cont'd)
		We all need mirrors to remind ourselves
		who we are. I'm no different.

183  EXT. STRIP MALL - DAY <>				183 
*

From the bewildering BLUR of urban signage, Leonard SUDDENLY
GLIMPSES A TATTOO PARLOR in a strip mall. He SLAMS ON THE
BRAKES.

The tyres SCREAM as the car SCREECHES TO A HALT and we:

CUT TO BLACK.

				LEONARD (V.O.) (cont'd)
		Now... where was I?

ROLL CREDITS

END.

----------------------------------------------------------------------

The following is Jonathan Nolan's short story
"Memento Mori", the inspiration for his brother,
Christopher Nolan's, screenplay for the film, MEMENTO:

MEMENTO MORI
by
Jonathan Nolan


What like a bullet can undeceive!"
				-Herman Melville

Your wife always used to say you'd be late for your own funeral.
Remember that? Her little joke because you were such a slob-always
late, always forgetting stuff, even before the incident.

Right about now you're probably wondering if you were late for hers.

You were there, you can be sure of that. That's what the picture's
for-the one tacked to the wall by the door. It's not customary to take
pictures at a funeral, but somebody, your doctors, I guess, knew you
wouldn't remember. They had it blown up nice and big and stuck it
right there, next to the door, so you couldn't help but see it every
time you got up to find out where she was.

The guy in the picture, the one with the flowers? That's you. And what
are you doing? You're reading the headstone, trying to figure out
who's funeral you're at, same as you're reading it now, trying to
figure why someone stuck that picture next to your door. But why
bother reading something that you won't remember?

She's gone, gone for good, and you must be hurting right now, hearing
the news. Believe me, I know how you feel. You're probably a wreck.
But give it five minutes, maybe ten. Maybe you can even go a whole
half hour before you forget.

But you will forget-I guarantee it. A few more minutes and you'll be
heading for the door, looking for her all over again, breaking down
when you find the picture. How many times do you have to hear the news
before some other part of your body, other than that busted brain of
yours, starts to remember?

Never-ending grief, never-ending anger. Useless without direction.
Maybe you can't understand what's happened. Can't say I really
understand, either. Backwards amnesia. That's what the sign says. CRS
disease. Your guess is as good as mine.

Maybe you can't understand what happened to you. But you do remember
what happened to HER, don't you? The doctors don't want to talk about
it. They won't answer my questions. They don't think it's right for a
man in your condition to hear about those things. But you remember
enough, don't you? You remember his face.

This is why I'm writing to you. Futile, maybe. I don't know how many
times you'll have to read this before you listen to me. I don't even
know how long you've been locked up in this room already. Neither do
you. But your advantage in forgetting is that you'll forget to write
yourself off as a lost cause.

Sooner or later you'll want to do something about it. And when you do,
you'll just have to trust me, because I'm the only one who can help
you.

***

EARL OPENS ONE EYE after another to a stretch of white ceiling tiles
interrupted by a hand-printed sign taped right above his head, large
enough for him to read from the bed. An alarm clock is ringing
somewhere. He reads the sign, blinks,reads it again, then takes a look
at the room.

It's a white room, overwhelmingly white, from the walls and the
curtains to the institutional furniture and the bedspread. The alarm
clock is ringing from the white desk under the window with the white
curtains. At this point Earl probably notices that he is lying on top
of his white comforter. He is already wearing a dressing gown and
slippers.

He lies back and reads the sign taped to the ceiling again. It says,
in crude block capitals, THIS IS YOUR ROOM. THIS IS A ROOM IN A
HOSPITAL. THIS IS WHERE YOU LIVE NOW.

Earl rises and takes a look around. The room is large for a
hospital-empty linoleum stretches out from the bed in three
directions. Two doors and a window. The view isn't very helpful,
either-a close of trees in the center of a carefully manicured piece
of turf that terminates in a sliver of two-lane blacktop. The trees,
except for the evergreens, are bare-early spring or late fall, one or
the other.

Every inch of the desk is covered with Post-it notes, legal pads,
neatly printed lists, psychological textbooks, framed pictures. On top
of the mess is a half-completed crossword puzzle. The alarm clock is
riding a pile of folded newspapers. Earl slaps the snooze button and
takes a cigarette from the pack taped to the sleeve of his dressing
gown. He pats the empty pockets of his pajamas for a light. He rifles
the papers on the desk, looks quickly through the drawers. Eventually
he finds a box of kitchen matches taped to the wall next to the
window. Another sign is taped just above the box. It says in loud
yellow letters, CIGARETTE? CHECK FOR LIT ONES FIRST, STUPID.

Earl laughs at the sign, lights his cigarette, and takes a long draw.
Taped to the window in front of him is another piece of looseleaf
paper headed YOUR SCHEDULE.

It charts off the hours, every hour, in blocks: 10:00 p.m. to 8:00
a.m. is labeled go BACK TO SLEEP. Earl consults the alarm clock: 8:15.
Given the light outside, it must be morning. He checks his watch:
10:30. He presses the watch to his ear and listens. He gives the watch
a wind or two and sets it to match the alarm clock.

According to the schedule, the entire block from 8:00 to 8:30 has been
labeled BRUSH YOUR TEETH. Earl laughs again and walks over to the
bathroom.

The bathroom window is open. As he flaps his arms to keep warm, he
notices the ashtray on the windowsill. A cigarette is perched on the
ashtray, burning steadily through a long finger of ash. He frowns,
extinguishes the old butt, and replaces it with the new one.

The toothbrush has already been treated to a smudge of white paste.
The tap is of the push-button variety-a dose of water with each nudge.
Earl pushes the brush into his cheek and fiddles it back and forth
while he opens the medicine cabinet. The shelves are stocked with
single-serving packages of vitamins, aspirin, antidiuretics. The
mouthwash is also single-serving, about a shot-glass-worth of blue
liquid in a sealed plastic bottle. Only the toothpaste is
regular-sized. Earl spits the paste out of his mouth and replaces it
with the mouthwash. As he lays the toothbrush next to the toothpaste,
he notices a tiny wedge of paper pinched between the glass shelf and
the steel backing of the medicine cabinet. He spits the frothy blue
fluid into the sink and nudges for some more water to rinse it down.
He closes the medicine cabinet and smiles at his reflection in the
mirror.

"Who needs half an hour to brush their teeth?"

The paper has been folded down to a minuscule size with all the
precision of a sixth-grader's love note. Earl unfolds it and smooths
it against the mirror. It reads-

IF YOU CAN STILL READ THIS, THEN YOU'RE A FUCKING COWARD.

Earl stares blankly at the paper, then reads it again. He turns it
over. On the back it reads-

P.S.: AFTER YOU'VE READ THIS, HIDE IT AGAIN.

Earl reads both sides again, then folds the note back down to its
original size and tucks it underneath the toothpaste.

Maybe then he notices the scar. It begins just beneath the ear, jagged
and thick, and disappears abruptly into his hairline. Earl turns his
head and stares out of the corner of his eye to follow the scar's
progress. He traces it with a fingertip, then looks back down at the
cigarette burning in the ashtray. A thought seizes him and he spins
out of the bathroom.

He is caught at the door to his room, one hand on the knob. Two
pictures are taped to the wall by the door. Earl's attention is caught
first by the MRI, a shiny black frame for four windows into someone's
skull. In marker, the picture is labeled YOUR BRAIN. Earl stares at
it. Concentric circles in different colors. He can make out the big
orbs of his eyes and, behind these, the twin lobes of his brain.
Smooth wrinkles, circles, semicircles. But right there in the middle
of his head, circled in marker, tunneled in from the back of his neck
like a maggot into an apricot, is something different. Deformed,
broken, but unmistakable. A dark smudge, the shape of a flower, right
there in the middle of his brain.

He bends to look at the other picture. It is a photograph of a man
holding flowers, standing over a fresh grave. The man is bent over,
reading the headstone. For a moment this looks like a hall of mirrors
or the beginnings of a sketch of infinity: the one man bent over,
looking at the smaller man, bent over, reading the headstone. Earl
looks at the picture for a long time. Maybe he begins to cry. Maybe he
just stares silently at the picture. Eventually, he makes his way back
to the bed, flops down, seals his eyes shut, tries to sleep.

The cigarette burns steadily away in the bathroom. A circuit in the
alarm clock counts down from ten, and it starts ringing again.

Earl opens one eye after another to a stretch of white ceiling tiles,
interrupted by a hand-printed sign taped right above his head, large
enough for him to read from the bed.

***

You can't have a normal life anymore. You must know that. How can you
have a girlfriend if you can't remember her name? Can't have kids, not
unless you want them to grow up with a dad who doesn't recognize them.
Sure as hell can't hold down a job. Not too many professions out there
that value forgetfulness. Prostitution, maybe. Politics, of course.

No. Your life is over. You're a dead man.The only thing the doctors
are hoping to do is teach you to be less of a burden to the orderlies.
And they'll probably never let you go home, wherever that would be.

So the question is not "to be or not to be," because you aren't. The
question is whether you want to do something about it. Whether revenge
matters to you.

It does to most people. For a few weeks, they plot, they scheme, they
take measures to get even. But the passage of time is all it takes to
erode that initial impulse. Time is theft, isn't that what they say?
And time eventually convinces most of us that forgiveness is a virtue.
Conveniently, cowardice and forgiveness look identical at a certain
distance. Time steals your nerve.

If time and fear aren't enough to dissuade people from their revenge,
then there's always authority, softly shaking its head and saying, We
understand, but you're the better man for letting it go. For rising
above it. For not sinking to their level. And besides, says authority,
if you try anything stupid, we'll lock you up in a little room.

But they already put you in a little room, didn't they? Only they
don't really lock it or even guard it too carefully because you're a
cripple. A corpse. A vegetable who probably wouldn't remember to eat
or take a shit if someone wasn't there to remind you.

And as for the passage of time, well, that doesn't really apply to you
anymore, does it? Just the same ten minutes, over and over again. So
how can you forgive if you can't remember to forget?

You probably were the type to let it go, weren't you? Before. But
you're not the man you used to be. Not even half. You're a fraction;
you're the ten-minute man.

Of course, weakness is strong. It's the primary impulse. You'd
probably prefer to sit in your little room and cry. Live in your
finite collection of memories, carefully polishing each one. Half a
life set behind glass and pinned to cardboard like a collection of
exotic insects. You'd like to live behind that glass, wouldn't you?
Preserved in aspic.

You'd like to but you can't, can you? You can't because of the last
addition to your collection. The last thing you remember. His face.
His face and your wife, looking to you for help.

And maybe this is where you can retire to when it's over. Your little
collection. They can lock you back up in another little room and you
can live the rest of your life in the past. But only if you've got a
little piece of paper in your hand that says you got him.

You know I'm right. You know there's a lot of work to do. It may seem
impossible, but I'm sure if we all do our part, we'll figure something
out. But you don't have much time. You've only got about ten minutes,
in fact. Then it starts all over again. So do something with the time
you've got.

***

EARL OPENS HIS EYES and blinks into the darkness. The alarm clock is
ringing. It says 3:20, and the moonlight streaming through the window
means it must be  he early morning. Earl fumbles for the lamp, almost
knocking it over in the process. Incandescent light fills the room,
painting the metal furniture yellow, the walls yellow, the bedspread,
too. He lies back and looks up at the stretch of yellow ceiling tiles
above him, interrupted by a handwritten sign taped to the ceiling. He
reads the sign two, maybe three times, then blinks at the room around
him.

It is a bare room. Institutional, maybe. There is a desk over by the
window. The desk is bare except for the blaring alarm clock. Earl
probably notices, at this point, that he is fully clothed. He even has
his shoes on under the sheets. He extracts himself from the bed and
crosses to the desk. Nothing in the room would suggest that anyone
lived there, or ever had, except for the odd scrap of tape stuck here
and there to the wall. No pictures, no books, nothing. Through the
window, he can see a full moon shining on carefully manicured grass.

Earl slaps the snooze button on the alarm clock and stares a moment at
the two keys taped to the back of his hand. He picks at the tape while
he searches through the empty drawers. In the left pocket of his
jacket, he finds a roll of hundred-dollar bills and a letter sealed in
an envelope. He checks the rest of the main room and the bathroom.
Bits of tape, cigarette butts. Nothing else.

Earl absentmindedly plays with the lump of scar tissue on his neck and
moves back toward the bed. He lies back down and stares up at the
ceiling and the sign taped to it. The sign reads, GET UP, GET OUT
RIGHT NOW. THESE PEOPLE ARE TRYING TO KILL YOU.

Earl closes his eyes.

***

They tried to teach you to make lists in grade school, remember? Back
when your day planner was the back of your hand. And if your
assignments came off in the shower, well, then they didn't get done.
No direction, they said. No discipline. So they tried to get you to
write it all down somewhere more permanent.

Of course, your grade-school teachers would be laughing their pants
wet if they could see you now. Because you've become the exact product
of their organizational lessons. Because you can't even take a piss
without consulting one of your lists.

They were right. Lists are the only way out of this mess.

Here's the truth: People, even regular people, are never just any one
person with one set of attributes. It's not that simple. We're all at
the mercy of the limbic system, clouds of electricity drifting through
the brain. Every man is broken into twenty-four-hour fractions, and
then again within those twenty-four hours. It's a daily pantomime, one
man yielding control to the next: a backstage crowded with old hacks
clamoring for their turn in the spotlight. Every week, every day. The
angry man hands the baton over to the sulking man, and in turn to the
sex addict, the introvert, the conversationalist. Every man is a mob,
a chain gang of idiots.

This is the tragedy of life. Because for a few minutes of every day,
every man becomes a genius. Moments of clarity, insight, whatever you
want to call them. The clouds part, the planets get in a neat little
line, and everything becomes obvious. I should quit smoking, maybe, or
here's how I could make a fast million, or such and such is the key to
eternal happiness. That's the miserable truth. For a few moments, the
secrets of the universe are opened to us. Life is a cheap parlor
trick.

But then the genius, the savant, has to hand over the controls to the
next guy down the pike, most likely the guy who just wants to eat
potato chips, and insight and brilliance and salvation are all
entrusted to a moron or a hedonist or a narcoleptic.

The only way out of this mess, of course, is to take steps to ensure
that you control the idiots that you become. To take your chain gang,
hand in hand, and lead them. The best way to do this is with a list.

It's like a letter you write to yourself. A master plan, drafted by
the guy who can see the light, made with steps simple enough for the
rest of the idiots to understand. Follow steps one through one
hundred. Repeat as necessary.

Your problem is a little more acute, maybe, but fundamentally the same
thing.

It's like that computer thing, the Chinese room. You remember that?
One guy sits in a little room, laying down cards with letters written
on them in a language he doesn't understand, laying them down one
letter at a time in a sequence according to someone else's
instructions. The cards are supposed to spell out a joke in Chinese.
The guy doesn't speak Chinese, of course. He just follows his
instructions.

There are some obvious differences in your situation, of course: You
broke out of the room they had you in, so the whole enterprise has to
be portable. And the guy giving the instructions-that's you, too, just
an earlier version of you. And the joke you're telling, well, it's got
a punch line. I just don't think anyone's going to find it very funny.

So that's the idea. All you have to do is follow your instructions.
Like climbing a ladder or descending a staircase. One step at a time.
Right down the list. Simple.

And the secret, of course, to any list is to keep it in a place where
you're bound to see it.

***

HE CAN HEAR THE BUZZING through his eyelids. Insistent. He reaches out
for the alarm clock, but he can't move his arm.

Earl opens his eyes to see a large man bent double over him. The man
looks up at him, annoyed, then resumes his work. Earl looks around
him. Too dark for a doctor's office.

Then the pain floods his brain, blocking out the other questions. He
squirms gain, trying to yank his forearm away,  the one that feels
like it's burning. The arm doesn't move, but the man shoots him
another scowl. Earl adjusts himself in the chair to see over the top
of the man's head.

The noise and the pain are both coming from a gun in the man's hand-a
gun with a needle where the barrel should be. The needle is digging
into the fleshy underside of Earl's forearm, leaving a trail of puffy
letters behind it.

Earl tries to rearrange himself to get a better view, to read the
letters on his arm, but he can't. He lies back and stares at the
ceiling.

Eventually the tattoo artist turns off the noise, wipes Earl's forearm
with a piece of gauze, and wanders over to the back to dig up a
pamphlet describing how to deal with a possible infection. Maybe later
he'll tell his wife about this guy and his little note. Maybe his wife
will convince him to call the police.

Earl looks down at the arm. The letters are rising up from the skin,
weeping a little. They run from just behind the strap of Earl's watch
all the way to the inside of his elbow. Earl blinks at the message and
reads it again. It says, in careful little capitals, I RAPED AND
KILLED YOUR WIFE.

***

It's your birthday today, so I got you a little present. I would have
just bought you a beer, but who knows where that would have ended?

So instead, I got you a bell. I think I may have had to pawn your
watch to buy it, but what the hell did you need a watch for, anyway?

You're probably asking yourself, Why a bell? In fact, I'm guessing
you're going to be asking yourself that question every time you find
it in your pocket. Too many of these letters now. Too many for you to
dig back into every time you want to know the answer to some little
question.

It's a joke, actually. A practical joke. But think of it this way: I'm
not really laughing at you so much as with you.

I'd like to think that every time you take it out of your pocket and
wonder, Why do I have this bell? a little part of you, a little piece
of your broken brain, will remember and laugh, like I'm laughing now.

Besides, you do know the answer. It was something you learned before.
So if you think about it, you'll know.

Back in the old days, people were obsessed with the fear of being
buried alive. You remember now? Medical science not being quite what
it is today, it wasn't uncommon for people to suddenly wake up in a
casket. So rich folks had their coffins outfitted with breathing
tubes. Little tubes running up to the mud above so that if someone
woke up when they weren't supposed to, they wouldn't run out of
oxygen. Now, they must have tested this out and realized that you
could shout yourself hoarse through the tube, but it was too narrow to
carry much noise. Not enough to attract attention, at least. So a
string was run up the tube to a little bell attached to the headstone.
If a dead person came back to life, all he had to do was ring his
little bell till someone came and dug him up again.

I'm laughing now, picturing you on a bus or maybe in a fast-food
restaurant, reaching into your pocket and finding your little bell and
wondering to yourself where it came from, why you have it. Maybe
you'll even ring it.

Happy birthday, buddy.

I don't know who figured out the solution to our mutual problem, so I
don't know whether to congratulate you or me. A bit of a lifestyle
change, admittedly, but an elegant solution, nonetheless.

Look to yourself for the answer.

That sounds like something out of a Hallmark card. I don't know when
you thought it up, but my hat's off to you. Not that you know what the
hell I'm talking about. But, honestly, a real brainstorm. After all,
everybody else needs mirrors to remind themselves who they are. You're
no different.

***

THE LITTLE MECHANICAL VOICE PAUSES, then repeats itself. It says, "The
time is 8:00 a.m. This is a courtesy call." Earl opens his eyes and
replaces the receiver. The phone is perched on a cheap veneer
headboard that stretches behind the bed, curves to meet the corner,
and ends at the minibar. The TV is still on, blobs of flesh color
nattering away at each other. Earl lies back down and is surprised to
see himself, older now, tanned, the hair pulling away from his head
like solar flares. The mirror on the ceiling is cracked, the silver
fading increases. Earl continues to stare at himself, astonished by
what he sees. He is fully dressed, but the clothes are old, threadbare
in places.

Earl feels the familiar spot on his left wrist for his watch, but it's
gone. He looks down from the mirror to his arm. It is bare and the
skin has changed to an even tan, as if he never owned a watch in the
first place. The skin is even in color except for the solid black
arrow on the inside of Earl's wrist, pointing up his shirtsleeve. He
stares at the arrow for a moment. Perhaps he doesn't try to rub it off
anymore. He rolls up his sleeve.

The arrow points to a sentence tattooed along Earl's inner arm. Earl
reads the sentence once, maybe twice. Another arrow picks up at the
beginning of the sentence, points farther up Earl's arm, disappearing
under the rolled-up shirtsleeve. He unbuttons his shirt.

Looking down on his chest, he can make out the shapes but cannot bring
them into focus, so he looks up at the mirror above him.

The arrow leads up Earl's arm, crosses at the shoulder, and descends
onto his upper torso, terminating at a picture of a man's face that
occupies most of his chest. The face is that of a large man, balding,
with a mustache and a goatee. It is a particular face, but like a
police sketch it has a certain unreal quality.

The rest of his upper torso is covered in words, phrases, bits of
information, and instructions, all of them written backward on Earl,
forward in the mirror.

EventuallyEarl sits up, buttons his shirt, and crosses to the desk. He takes out
a pen and a piece of notepaper from the desk drawer, sits, and begins
to write.

***
							  
I don't know where you'll be when you read this. I'm not even sure if
you'll bother to read this. I guess you don't need to.

It's a shame, really, that you and I will never meet. But, like the
song says, "By the time you read this note, I'll be gone."

We're so close now. That's the way it feels. So many pieces put
together, spelled out. I guess it's just a matter of time until you
find him.

Who knows what we've done to get here? Must be a hell of a story, if
only you could remember any of it. I guess it's better that you can't.

I had a thought just now. Maybe you'll find it useful.

Everybody is waiting for the end to come, but what if it already
passed us by? What if the final joke of Judgment Day was that it had
already come and gone and we were none the wiser? Apocalypse arrives
quietly; the chosen are herded off to heaven, and the rest of us, the
ones who failed the test,  just keep on going, oblivious. Dead
already,  wandering around long after the gods have stopped keeping
score, still optimistic about the future.

I guess if that's true, then it doesn't matter what you do. No
expectations. If you can't find him, then it doesn't matter, because
nothing matters. And if you do find him, then you can kill him without
worrying about the consequences. Because there are no consequences.

That's what I'm thinking about right now, in this scrappy little room.
Framed pictures of ships on the wall. I don't know, obviously, but if
I had to guess, I'd say we're somewhere up the coast. If you're
wondering why your left arm is five shades browner than your right, I
don't know what to tell you. I guess we must have been driving for a
while. And, no, I don't know what happened to your watch.

And all these keys: I have no idea. Not a one that I recognize. Car
keys and house keys and the little fiddly keys for padlocks. What have
we been up to?

I wonder if he'll feel stupid when you find him. Tracked down by the
ten-minute man.  Assassinated by a vegetable.

I'll be gone in a moment. I'll put down the pen, close my eyes, and
then you can read this through if you want.

I just wanted you to know that I'm proud of you. No one who matters is
left to say it. No one left is going to want to.

EARL'S EYES ARE WIDE OPEN, staring through the window of the car.
Smiling eyes. Smiling through the window at the crowd gathering across
the street. The crowd gathering around the body in the doorway. The
body emptying slowly across the sidewalk and into the storm drain.

***

A stocky guy, facedown, eyes open. Balding head, goatee. In death, as
in police sketches, faces tend to look the same. This is definitely
somebody in particular. But really, it could be anybody.

Earl is still smiling at the body as the car pulls away from the curb.
The car? Who's to say? Maybe it's a police cruiser. Maybe it's just a
taxi.

As the car is swallowed into traffic, Earl's eyes continue to shine
out into the night, watching the body until it disappears into a
circle of concerned pedestrians. He chuckles to himself as the car
continues to make distance between him and the growing crowd.

Earl's smile fades a little. Something has occurred to him. He begins
to pat down his pockets; leisurely at first, like a man looking for
his keys, then a little more desperately. Maybe his progress is
impeded by a set of handcuffs. He begins to empty the contents of his
pockets out onto the seat next to him. Some money. A bunch of keys.
Scraps of paper.

A round metal lump rolls out of his pocket and slides across the vinyl
seat.  Earl is frantic now. He hammers at the plastic divider between
him and the driver, begging the man for a pen. Perhaps the cabbie
doesn't speak much English. Perhaps the cop isn't in the habit of
talking to suspects. Either way, the divider between the man in front
and the man behind remains closed. A pen is not forthcoming.

The car hits a pothole, and Earl blinks at his reflection in the
rearview mirror. He is calm now. The driver makes another corner, and
the metal lump slides back over to rest against Earl's leg with a
little jingle. He picks it up and looks at it,  curious now. It is a
little bell. A little metal bell. Inscribed on it are his name and a
set of dates. He recognizes the first one: the year in which he was
born. But the second date means nothing to him. Nothing at all.

As he turns the bell over in his hands, he notices the empty space on
his wrist where his watch used to sit. There is a little arrow there,
pointing up his arm. Earl looks at the arrow, then begins to roll up
his sleeve.

***

"You'd be late for your own funeral," she'd say. Remember? The more I
think about it, the more trite that seems. What kind of idiot, after
all, is in any kind of rush to get to the end of his own story?

And how would I know if I were late,  anyway? I don't have a watch
anymore. I don't know what we did with it.

What the hell do you need a watch for,  anyway? It was an antique.
Deadweight tugging at your wrist. Symbol of the old you. The you that
believed in time.

No. Scratch that. It's not so much that you've lost your faith in time
as that time has lost its faith in you. And who needs it,  anyway? Who
wants to be one of those saps living in the safety of the future, in
the safety of the moment after the moment in which they felt something
powerful? Living in the next moment, in which they feel nothing.
Crawling down the hands of the clock, away from the people who did
unspeakable things to them. Believing the lie that time will heal all
wounds-which is just a nice way of saying that time deadens us.

But you're different. You're more perfect.  Time is three things for
most people, but for you, for us, just one. A singularity. One moment.
This moment. Like you're the center of the clock, the axis on which
the hands turn. Time moves about you but never moves you. It has lost
its ability to affect you. What is it they say? That time is theft?
But not for you. Close your eyes and you can start all over again.
Conjure up that necessary emotion, fresh as roses.

Time is an absurdity. An abstraction. The only thing that matters is
this moment. This moment a million times over. You have to trust me.
If this moment is repeated enough, if you keep trying-and you have to
keep trying-eventually you will come across the next item on your
list.

End.