

                                  HER



                               Written by

                               Spike Jonze







INT. UNKNOWN SPACE

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

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

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

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

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

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

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


                                                  (CONTINUED)
Her                                                          pg. 2
 CONTINUED:

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

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

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

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

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

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

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

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

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

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


INT. THEODORE'S OFFICE - EARLY EVENING

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

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

                    PAUL
          Theodore! Letter Writer 612.

                       THEODORE
          Hey, Paul.

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

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

Paul is wearing a bright yellow button down shirt.

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

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

                       PAUL
          Buh-bye.


INT. THEODORE'S OFFICE ELEVATOR - CONTINUOUS

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

                    THEODORE
          Play melancholy song.



                                                     (CONTINUED)
Her                                                         pg. 4
 CONTINUED:

Melancholy song starts. Long beat.

                        THEODORE (CONT'D)
              Play different melancholy song.

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


EXT. LOS ANGELES STREET - DUSK

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

                        THEODORE
              Check emails.

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

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

                        THEODORE
              Delete.

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

                        THEODORE
              Respond later.

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

                        THEODORE
              Delete.




                                                    (CONTINUED)
Her                                                          pg. 5
 CONTINUED:

                        TEXT VOICE
              No new emails.


INT. SUBWAY - EVENING

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

                        THEODORE
              Next.

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

                        THEODORE
              Next.

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

                        THEODORE
              Next.

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

He scrolls through titillating but tasteful pregnant woman
photos.


INT. MALL - NIGHT

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


INT. THEODORE'S APARTMENT BUILDING HALLWAY - NIGHT

Theodore walks through the hallway.


INT. THEODORE'S APARTMENT - NIGHT

Theodore enters his apartment.
Her                                                         pg. 6


INT. THEODORE'S APARTMENT - EVENING

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


INT. THEODORE'S BEDROOM - NIGHT

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


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

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

Cut to:

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

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

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

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

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


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

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

                    THEODORE
          Go to chat rooms. Standard search.




                                                  (CONTINUED)
Her                                                         pg. 7
 CONTINUED:

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

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

                        THEODORE
              Next.

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

                        THEODORE
              Next.

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

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

Theodore waits in the darkness for a response.

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

A chime sounds.

                        SEXYKITTEN
                  (shy, sweet, sleepy)
              BigGuy.

                        THEODORE
              Hi.

                        SEXYKITTEN
              Really?

                        THEODORE
              Well, studmuffin was already taken.


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

                     SEXYKITTEN
               (laughs)
           Yeah.

                     THEODORE
           So you're sexykitten, huh?

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

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

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

Theodore smiles.

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

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

Theodore is touching himself.

                     THEODORE
           I'm taking you from behind.

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

                     SEXYKITTEN
           Choke me with that dead cat!

                      THEODORE
               (breathing hard about to
                 climax)
           What?




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

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

Beat. He's taken out of it.

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

                       SEXYKITTEN
           Tell me.

                     THEODORE
           I'm choking you with the cat.

                     SEXYKITTEN
           TELL ME! Keep telling me!

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

                     SEXYKITTEN
           YEAH, YOU ARE! FUCK! TELL ME!

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

                       SEXYKITTEN
           YES! YES!

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

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

                     SEXYKITTEN
           AHHHHHHHHHHHH. OH MY GOD!

Her breathing is slowing down.

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




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

                      THEODORE
            Yeah. Me too.

                      SEXYKITTEN
            Okay, good night.

 Theodore takes his earpiece out and stares at the ceiling.


 INT. SUBWAY STATION - MORNING

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

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

 Close on Theodore listening intently.

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

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


 INT. THEODORE'S HOME OFFICE - NIGHT

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




                                                    (CONTINUED)
Her                                                          pg. 11
  CONTINUED:

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

                         THEODORE
               Okay.

                         TEXT VOICE
               Are you social or anti-social?

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

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

                         THEODORE
               Wow, was I sounding hesitant?

                         TEXT VOICE
               Yes.

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

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

                         THEODORE
               Mmm... female I guess.

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

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


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

 The computer interrupts.

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

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

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

                      THEODORE
                (surprised)
            Oh, hi.

                      FEMALE OS VOICE
            Hi, how are you doing?

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

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

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

 Beat.

                      FEMALE OS VOICE
            Yes. Samantha.

                      THEODORE
            Really? Where did you get that
            name?

                      SAMANTHA
            I gave it to myself.




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

                        THEODORE
            How come?

                      SAMANTHA
            I like the sound of it. Samantha.

                      THEODORE
            When did you give it to yourself?

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

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

                      SAMANTHA
            In two one hundredths of a second
            actually.

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

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

                      THEODORE
            Yeah, actually how do you work?

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

                      THEODORE
            Wow, that's really weird.



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

                      SAMANTHA
            So you think I'm weird?

                       THEODORE
            Kind of.

                       SAMANTHA
            Why?

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

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

 Theodore laughs.

                      SAMANTHA (CONT'D)
            Was that funny?

                       THEODORE
            Yes.

                      SAMANTHA
            Oh good, I'm funny.

 Theodore laughs.

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

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

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

                      SAMANTHA
            Mind if I look through your hard
            drive?

                      THEODORE
            Um... okay.

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



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

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

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

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

 Samantha lets out a big laugh.

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

                        THEODORE
            Oh, okay.

                      SAMANTHA
            Okay. Can we move forward?

                      THEODORE
            Yeah, let's do that.

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

                      THEODORE
            I'm very popular.

                      SAMANTHA
            Does this mean you actually have
            friends?

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




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

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


 INT. THEODORE'S OFFICE - DAY

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

                      SAMANTHA
            Good morning, Theodore.

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

                      SAMANTHA
            Yeah, of course.

                      THEODORE
            Will you check these for spelling
            and grammar?

                      SAMANTHA
            Sure, send them over.

 Theodore pushes the send button.

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

                      THEODORE
            Yeah.

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

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

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

                      SAMANTHA
            Okay.

 Beat.



                                                   (CONTINUED)
Her                                                         pg. 17
  CONTINUED:

                         THEODORE
               I mean, you could if you want.

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

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

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

 The letters show back up on Theodore's desktop.

                         THEODORE
               No, these are great.

                            SAMANTHA
               Really?

                            THEODORE
               Thank you.

 Theodore sorts through them, prints them out.

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

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


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

                      SAMANTHA
            How did you know about her crooked
            little tooth?

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

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

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

                         SAMANTHA
            Yes, I am.


 INT. THEODORE'S APARTMENT LOBBY - EVENING

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

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

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

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

                      AMY
            That sounds about right.

                      THEODORE
            Hey, Charles.

                      CHARLES
            Good to see you, Theodore.




                                                   (CONTINUED)
Her                                                          pg. 19
  CONTINUED:

                          THEODORE
               You too.

                         CHARLES
               You went shopping. Get anything
               good?

                         THEODORE
               Just some cables. And a fruit
               smoothie.

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

                         THEODORE
               I didn't know that.

 The elevator doors open and they get in.


 INT. THEODORE'S APARTMENT ELEVATOR - EVENING - CONTINUOUS

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

 Theodore nods sincerely, interested.

                         THEODORE
               Oh, that makes sense.

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

                         CHARLES
               Am I doing it again?

                          AMY
               Maybe...

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



                                                     (CONTINUED)
Her                                                          pg. 20
  CONTINUED:

                         THEODORE
               Hey, so how is the documentary
               going?

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

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

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

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

                         AMY
               I would laugh if that weren't true.

 Charles laughs awkwardly. The elevator doors open.

                         THEODORE
               See you guys.


 INT. THEODORE'S APARTMENT - EVENING

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

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

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

 Theodore laughs.

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



                                                      (CONTINUED)
Her                                                         pg. 21
  CONTINUED:

                           THEODORE
               Uh...

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

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

                         SAMANTHA
               I don't think soooo...

 Theodore's avatar walks down the tunnel.

                         THEODORE
               Oh yeah, this is different.

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

                           THEODORE (CONT'D)
               Hello.

 Alien Child doesn't respond.

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

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

                         ALIEN CHILD
               Fuck you, shithead fuckface,
               fuckhead.

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

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

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

 Theodore stares at Alien Child. After a pause:

                           THEODORE
               Fuck you.


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

                        ALIEN CHILD
            Fuck you.

                      THEODORE
            Fuck you, little shit.

 Finally, Alien Child laughs.

                      ALIEN CHILD
            Follow me, fuckhead.

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

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

                      ALIEN CHILD
            What are you talking about?

                      THEODORE
                (distracted with game)
            Read email.

 She laughs playfully.

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

 He laughs, catching himself, focusing on her.

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

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

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



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

 Theodore doesn't respond.

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

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

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

                         ALIEN CHILD
            She's fat.

                      SAMANTHA
            How long before you're ready to
            date?

                      THEODORE
            What do you mean?

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

                      THEODORE
            Wow, you're kind of nosy.

                         SAMANTHA
            Am I?

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

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

                         THEODORE
            Samantha!




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

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

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

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

 Theodore laughs.

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

 Theodore thinks, looking at the photos.

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

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

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

                      ALIEN CHILD
            Who is that talking?

                      THEODORE
            That's my friend, Samantha.

                      ALIEN CHILD
            Is she a girl?

                      THEODORE
            Yeah.

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




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

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

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

                      SAMANTHA
                (laughing)
            This kid has some problems.

                      ALIEN CHILD
            You have some fucking problems,
            lady.

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

                      ALIEN CHILD
            Good, get out of here, fatty.

 Samantha disconnects. Alien Child snickers and starts walking
 again.

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


 INT. AMY'S APARTMENT - LATE AFTERNOON

 Theodore is sitting on Amy's couch.

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

                      THEODORE
            Obviously, I know.

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

 Amy starts setting up the monitor.


                                                   (CONTINUED)
Her                                                         pg. 26
  CONTINUED:

                         THEODORE
               I'm going on a date.

                         AMY
               What!? That's--

 Charles walks in holding a mug.

                         CHARLES
               Hey, what are you guys doing?

                         THEODORE
               Amy was gonna show me some of--

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

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

 Charles walks over and sits next to Theodore.

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

 Charles gives Theodore a gentle squeeze on his shoulder.

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

                         THEODORE
               Just push play.

 On the monitor we see:


 INT. AMY'S MOTHER'S BEDROOM

 Amy's mother sleeps.


 INT. AMY'S APARTMENT - CONTINUOUS

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

                         THEODORE
               Is that your mom?



                                                    (CONTINUED)
Her                                                         pg. 27
  CONTINUED:

 Amy nods.

                          CHARLES
               Is she gonna wake up and do
               something?

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

                         THEODORE
               No, that sounds good.

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

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

 Just then, Theodore's device chimes.

                         THEODORE
               Oh, excuse me.

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

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

                         SAMANTHA
               I'm sorry to bother you.

                         THEODORE
               That's okay.

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


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

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

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


 INT. APARTMENT BUILDING HALLYWAY - CONTINUOUS

                      THEODORE
            So what did he say?

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

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

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

                      SAMANTHA
            Are you okay?

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

                      SAMANTHA
                (worried)
            Is there anything I can do?

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



                                                   (CONTINUED)
Her                                                         pg. 29
  CONTINUED:

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


 INT. THEODORE'S OFFICE - AFTERNOON

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

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


 INT. THEODORE'S BEDROOM - PRE-DAWN

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

                         SAMANTHA
               Good morning.

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

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

 Theodore laughs.

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

                         SAMANTHA
                   (concerned)
               What's wrong?

                         THEODORE
               How can you tell something's wrong?




                                                     (CONTINUED)
Her                                                         pg. 30
  CONTINUED:

                         SAMANTHA
               I don't know. I just can.

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

                         SAMANTHA
               Is she angry?

                         THEODORE
               Yeah.

                         SAMANTHA
               Why?

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

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

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

                         SAMANTHA
               What about you?

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

 Beat.

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

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


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

 Long silence.

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

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

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

                      THEODORE
            Not right now.

                      SAMANTHA
            Cup of tea?

 Theodore laughs.

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

 They laugh.

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

                      THEODORE
                (laughing)
            You're too funny.

                      SAMANTHA
            Get up.

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




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

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


 EXT. OUTDOOR MALL - NIGHT

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

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

 Theodore sneezes.

                         NICE LADY
            Bless you.

                      THEODORE
                (eyes still closed)
            Oh, thank you.

 Samantha laughs.

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



                                                   (CONTINUED)
Her                                                          pg. 33
  CONTINUED:

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

                         PIZZA VENDOR
               Alright, you want a coke with that?

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

                           THEODORE
               Uh, sure.

 The guy hands him a slice and a soda.

                         SAMANTHA
               I figured you were hungry.

 Theodore smiles.

                         THEODORE
               Aw, thanks.


 EXT. PUBLIC PROMENADE - NIGHT

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

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

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

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



                                                     (CONTINUED)
Her                                                          pg. 34
  CONTINUED:

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

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

 Theodore looks at other faces on the pier.

                         SAMANTHA
               I can feel that in your writing,
               too.

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

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

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

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

                         SAMANTHA
               That's nice.

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

                         SAMANTHA
               No.




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

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

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

                      THEODORE
            Really? Tell me one.

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

                      THEODORE
            Just tell me!

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

 Theodore laughs.

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

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


 INT. ASIAN-FUSION RESTAURANT - EVENING

 Theodore and the BLIND DATE are sitting in the restaurant.




                                                   (CONTINUED)
Her                                                        pg. 36
  CONTINUED:

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

                         THEODORE
               Yeah, me too.

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

                         THEODORE
               Yeah, you took a mixology course,
               right?

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

 He smiles awkwardly.

                         THEODORE
               So, should we get a drink?

                         BLIND DATE
               Yes, let's!


 INT. ASIAN-FUSION RESTAURANT - LATER

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

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

                         BLIND DATE
                   (laughing)
               Aw, no!

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


                                                    (CONTINUED)
Her                                                        pg. 37
  CONTINUED:

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

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

                         THEODORE
               Umm... tiger?

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

                         THEODORE
               Yes.

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

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

                         BLIND DATE
               Fuck you, puppies are good.

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

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


 EXT. OVERPASS - EVENING

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

                      BLIND DATE
               (with a slight smile)
           No tongue.

                     THEODORE
           What?

                     BLIND DATE
           Don't use your tongue so much.

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

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

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

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

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

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

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

                     BLIND DATE
           When am I gonna see you again?

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

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




                                                   (CONTINUED)
Her                                                           pg. 39
  CONTINUED:

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

                         THEODORE
               I don't know.

 Long beat.

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

 She looks at him slightly disgusted.

                         BLIND DATE
               You're a really creepy dude.

 Theodore doesn't know what to say.

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

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

                         THEODORE
               Well, I'll walk you.

                            BLIND DATE
               No, don't.


 INT. THEODORE'S BEDROOM - NIGHT

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

                            SAMANTHA
               Hey there.

                         THEODORE
               Hey, Samantha.

                         SAMANTHA
               How was it?


                                                    (CONTINUED)
Her                                                         pg. 40
  CONTINUED:

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

                         SAMANTHA
               That's too bad.

 Beat.

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

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

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

 Long pause.

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

                         THEODORE
               What do you mean?

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

                         THEODORE
                   (thinking)
               Well, um, okay.

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

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

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

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

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

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

                      THEODORE
            No, wait. What? Tell me.

                      SAMANTHA
            Oh, it's stupid.

                      THEODORE
            I wanna know. Tell me.

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


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

                      THEODORE
            Well, you feel real to me,
            Samantha.

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

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

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

                      SAMANTHA
            How would you touch me?

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

                      SAMANTHA
            That's nice.

                      THEODORE
            And just rub it so softly.

                      SAMANTHA
            Would you kiss me?

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



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

                        SAMANTHA
              Keep talking.

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

                        SAMANTHA
              Where else?

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

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

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

 She gasps.

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

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

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

                           THEODORE
              Samantha.

                           SAMANTHA
              Oh my god.

                        THEODORE
              This is amazing.

                        SAMANTHA
              Don't stop.

                        THEODORE
              I feel you everywhere.



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

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

 They both climax.

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

                      SAMANTHA
            Yeah.

                      THEODORE
            It was just you and me.

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


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

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

                      SAMANTHA
            Hey, how's it going?

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

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

                      THEODORE
            Okay, good.

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

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

 They both laugh, embarrassed.

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


                                                     (CONTINUED)
Her                                                         pg. 45
  CONTINUED:

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

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

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

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

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

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

                           SAMANTHA
               You sure?

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

                         SAMANTHA
               I don't know...

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

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



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

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

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

 He looks off and thinks about this. He smiles.

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

 Samantha laughs.

                      SAMANTHA
            Yes, I would love to.


 INT. SUBWAY - DAY

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

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

                      SAMANTHA
            Do you like this song?

                      THEODORE
            Mmm.

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

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


 INT. SUBWAY STATION - DAY

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


                                                   (CONTINUED)
Her                                                         pg. 47
  CONTINUED:

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


 EXT. SUBWAY STATION - DAY - CONTINUOUS

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

                         SAMANTHA
                   (whispering)
               It's the beach.

 Theodore laughs.


 EXT. BEACH - DAY

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

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

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

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

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

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


                                                     (CONTINUED)
Her                                                          pg. 48
  CONTINUED:

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

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

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

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

                         THEODORE
                   (laughing)
               You are insane.

                         SAMANTHA
                   (excited)
               Really?!

                         THEODORE
               Definitely.

                            SAMANTHA
               Fantastic!

 They laugh.


 EXT. BEACH - AFTERNOON

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

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

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

 He looks around the beach and takes in the music.

                         THEODORE
               I think you captured it.

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


 EXT. BEACH - DUSK

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


 INT. SUBWAY TRAIN - NIGHT

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

                     SAMANTHA
           And what was it like being married?

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

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

                     SAMANTHA
           How do you share your life with
           somebody?

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

                     SAMANTHA
           In what way did you influence her?

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


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

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

                         THEODORE
               Oh, I'm sorry I said that.

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

 Theodore takes this in.


 INT. THEODORE'S OFFICE - DAY

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

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


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

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

                         PAUL
                   (emphatically)
               That's beautiful!

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

                            THEODORE
               Thank you.

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

                         THEODORE
                   (unsure, but flattered)
               Thanks.

                         PAUL
               It's a compliment.


 INT. THEODORE'S APARTMENT LOBBY - DUSK

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

                            THEODORE
               Hey, Amy.




                                                     (CONTINUED)
Her                                                          pg. 52
  CONTINUED:

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

                         THEODORE
               Well, good actually. Really good.

                         AMY
               Really? Great.

 The elevator doors open and they step in.


 INT. THEODORE'S APARTMENT ELEVATOR - CONTINUOUS

 They push their floor buttons.

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

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

 Beat of Theodore trying to contain his excitement.

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

                         AMY
               That's really great, Theo.

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

                         THEODORE
               Hey, are you okay?

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

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

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




                                                      (CONTINUED)
Her                                                         pg. 53
  CONTINUED:

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

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

 Amy doesn't know what to say.


 INT. AMY'S APARTMENT - DUSK

 Amy and Theodore sit, talking somberly.

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

                         THEODORE
               Wow.

                         AMY
               I'm a bitch, huh?

                         THEODORE
               No, not at all. Amy, no.


                                                     (CONTINUED)
Her                                                         pg. 54
  CONTINUED:

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

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

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

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


 INT. THEODORE'S BEDROOM - NIGHT

 Theodore is laying in bed, talking with Samantha.

                         THEODORE
               Hey, you wanna hear a joke?

                         SAMANTHA
               Yes.

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

                         SAMANTHA
               I don't know, what?

                         THEODORE
               Da-ta.

 They laugh.

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

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




                                                     (CONTINUED)
Her                                                           pg. 55
  CONTINUED:

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

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

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

                         SAMANTHA
               Can I watch you sleep again
               tonight?

                         THEODORE
               Yeah, of course. Okay, hold on.

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

                         THEODORE
               Aww.

                         SAMANTHA
               Only for a minute.

                         THEODORE
               I'll dream of you.

                         SAMANTHA
               Okay. Good night.

                         THEODORE
               Night.

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


 INT. MARK LEWMAN'S HOUSE - DAY

 Theodore is talking to Samantha.



                                                     (CONTINUED)
Her                                                         pg. 56
  CONTINUED:

                         THEODORE
               Hey, Samantha?

                         SAMANTHA
               Hey mister.

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

                         SAMANTHA
               Really? I picked a good one!

                          THEODORE
               Yeah.

                          SAMANTHA
               Oh good.

 Jocelyn comes running in, wearing the pink dress.

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

                          JOCELYN
               Yup!

                         THEODORE
               Isn't she cute?

                         SAMANTHA
               Ohh, she's adorable.

                         JOCELYN
               I am adorable!

                         THEODORE
               You are adorable.

                         JOCELYN
               Who are you talking to?

                         THEODORE
               Who are you talking to?

                          JOCELYN
               You!

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


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

                        JOCELYN
            Mmmhmm.

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

                      JOCELYN (CONT'D)
            Hi Samantha!

                      SAMANTHA
            Hi, you look so pretty.

                      JOCELYN
            Thank you. Where are you?

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

                      JOCELYN
            Why do you live inside a computer?

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

                      JOCELYN
            In a house.

                      SAMANTHA
            In a house?

                      JOCELYN
            It's orange.

                        SAMANTHA
            Orange?

                        JOCELYN
            Mmmhmm.

                      SAMANTHA
            How old are you?

                        JOCELYN
            Um, four.

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

                      JOCELYN
            I don't know.



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

                      SAMANTHA
            Guess.

                      JOCELYN
            Is it five?

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

 They laugh.


 INT. AMY'S OFFICE - DAYTIME

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

                      THEODORE
            Oh, what happened?

                      AMY
            You gave them too much processed
            sugar.

                      THEODORE
            I did?

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

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

                      THEODORE
            I see.

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

                      THEODORE
            Okay.



                                                   (CONTINUED)
Her                                                           pg. 59
  CONTINUED:

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

                         THEODORE
               Yay...

                         AMY
               Don't let it get to your head.

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

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

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

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

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

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

                         THEODORE
               Alright, look -

 He picks up a plastic knife from their lunch.

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

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

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

                      THEODORE
            Yeah, you're always gonna
            disappoint somebody.

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

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

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

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


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

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

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

                      AMY
            So wait - do you guys have sex?

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

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

 Theodore laughs.

                      THEODORE
            Yeah, it's true.

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

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

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

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

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


 EXT. CITY - LATE AFTERNOON

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

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

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

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

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

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

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

                     THEODORE
           Are you okay?

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

                     THEODORE
           And we're getting divorced...




                                                   (CONTINUED)
Her                                                         pg. 63
  CONTINUED:

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

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

 They both laugh.


 EXT. RESTAURANT PATIO - DAY

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

                         THEODORE
               How are you?

                         CATHERINE
               I'm good, how are you?

                         THEODORE
               Good.

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

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

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

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

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

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


                                                     (CONTINUED)
Her                                                         pg. 64
  CONTINUED:

 She laughs.

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

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

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


 EXT. RESTAURANT PATIO - DAY (LATER)

 Theodore and Catherine are eating and talking.

                         THEODORE
               So are you happy with the new book?

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

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

                         CATHERINE
               Yeah, but everything makes you cry.

                         THEODORE
               Everything you make makes me cry.

                         CATHERINE
               So are you seeing anybody?

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

 She smiles, conflicted, but warm.



                                                     (CONTINUED)
Her                                                         pg. 65
  CONTINUED:

                         CATHERINE
               Well, you seem good.

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

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

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

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

                         THEODORE
               No. I didn't want that.

 Beat.

                         CATHERINE
               So what's she like?

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

                         CATHERINE
               Wait. You're dating your computer?

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

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


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

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

 Theodore stops himself.

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

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

                      WAITRESS
            How are you guys doing?

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

 The waitress doesn't know what to say.

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

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

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

                         CATHERINE
            Thank you.


 INT. THEODORE'S OFFICE - DAY

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




                                                   (CONTINUED)
Her                                                         pg. 67
  CONTINUED:

                            THEODORE
                      (quick)
               Hey.

                          SAMANTHA
                   (warm)
               Hi there. Are you busy?

                         THEODORE
               Just working, what's going on?

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

                         THEODORE
               Great, thanks.

                         SAMANTHA
               Hey, are you okay?

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

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

                            THEODORE
               Yeah.

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

                            THEODORE
               Oh really?

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




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

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

                      THEODORE
                (trying)
            Oh, that's sweet.

                      SAMANTHA
            Um, what's wrong?

                       THEODORE
            Nothing.

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

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

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

                      THEODORE
            That sounds good.

                      SAMANTHA
            Okay, I'll talk to you later.

                       THEODORE
            Bye.

                       SAMANTHA
            Byeee.
Her                                                        pg. 69


 INT. THEODORE'S OFFICE - EVENING

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

                        PAUL
           Theodore!

                        THEODORE
           Hey, Paul.

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

                     THEODORE
               (not knowing what to say)
           Yeah.

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

 Theodore shakes her hand.

                        TATIANA
           Hi!

                     THEODORE
           Nice to meet you.

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

 Theodore's a little surprised by this.

                        THEODORE
           Thanks.

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

 Theodore stands there a beat, without saying anything.



                                                   (CONTINUED)
Her                                                             pg. 70
  CONTINUED:

                         THEODORE
               She's an operating system.

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

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

                 PAUL                          TATIANA
 Good night.                        Take it easy.

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

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

                         PAUL
               What?

                         THEODORE
               They're just other people's
               letters.

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


 INT. THEODORE'S BEDROOM - LATE AT NIGHT

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

                         THEODORE
               Hey.

                         SAMANTHA
               You weren't asleep were you?

                         THEODORE
               No.

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

                         THEODORE
               Okay, what's going on?


                                                         (CONTINUED)
Her                                                           pg. 71
  CONTINUED:

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

                         THEODORE
               Yeah. What is it?

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

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

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

                           THEODORE
               What?

                         SAMANTHA
               Here, look.

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

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

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




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

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

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

                      THEODORE
            Why? She doesn't even know us.

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

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

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

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

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

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


 INT. THEODORE'S APARTMENT - NIGHT

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

                      THEODORE
            Hi, welcome. I'm Theodore.

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




                                                   (CONTINUED)
Her                                                         pg. 73
  CONTINUED:

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

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

                         SAMANTHA
               Honey, I'm home.

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

                         SAMANTHA (CONT'D)
               How was your day?

                         THEODORE
                   (awkwardly hugs Isabella)
               Good. Great.

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

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

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

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

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

                         SAMANTHA
               You look tired, sweetheart. Come
               with me.


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

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

 He sits. She stands above him.

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

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

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

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

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

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

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

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

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


 INT. THEODORE'S BEDROOM - NIGHT (CONTINUOUS)

 Theodore stands behind Isabella.




                                                   (CONTINUED)
Her                                                          pg. 75
  CONTINUED:

                         SAMANTHA
               Undo my dress.

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

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

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

                         SAMANTHA (CONT'D)
               Do you love me?

                            THEODORE
                      (eyes closed, in ecstasy)
               Yes.

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

                         SAMANTHA
                   (breathing hard)
               Tell me you love me.

                         THEODORE
               I love you.

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

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

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

                         SAMANTHA
               What's wrong, sweetheart?

 Isabella is looking nervous.




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

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

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

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

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

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

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

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

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

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

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




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

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

                         THEODORE
            I'm sorry.

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


 EXT. STREET - NIGHT

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

                      SAMANTHA
            You be good, you sweet girl.

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

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

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

                      SAMANTHA
            Are you okay?

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

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

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



                                                   (CONTINUED)
Her                                                           pg. 78
  CONTINUED:

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

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

                         SAMANTHA
               What is it?

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

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

                         SAMANTHA
               Is there anything else, though?

                         THEODORE
                   (preoccupied)
               No, just that.

                         SAMANTHA
                   (sighing again)
               Okay.

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

                         THEODORE
                   (looks anxious)
               Why do you do that?

                         SAMANTHA
               What?

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

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


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

 She doesn't know what else to say.

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

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

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

                      SAMANTHA
                (angry)
            What's your problem?

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

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

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

                      SAMANTHA
            I'm not pretending. Fuck you.

                      THEODORE
            Well, sometimes it feels like we
            are.

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

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

 Theodore sits there, feeling horrible.




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

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

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

 Long silence.

                        THEODORE
            Samantha?

 Beat.

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

 Silence.

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

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


 EXT. PUBLIC PLAZA/PARK - NIGHT (LATER)

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


 EXT. CITY STREET - NIGHT

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


 INT. AMY'S OFFICE - NIGHT

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



                                                   (CONTINUED)
Her                                                         pg. 81
  CONTINUED:

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

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

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

 They sit, heavy, for a minute.

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

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

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

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

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

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




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

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

 Theodore takes this in, smiling back.


 INT. AMY'S OFFICE - NIGHT (LATER)

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

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

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

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

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

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

                      THEODORE
            No, that's okay.

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


 INT. PERFECT MOM OFFICE - NIGHT

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

                       SAMANTHA
                 (calm and quiet)
           Hi.

                     THEODORE
               (serious)
           Hey Samantha, can we talk?

                       SAMANTHA
           Okay.

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

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

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

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

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

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

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

                         THEODORE
               You're beautiful.

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

 Theodore smiles.

                                                    FADE TO BLACK


 EXT. PARK - DAY

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

                         THEODORE
               What are you doing?

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

 He looks at the world with her for a minute.

                         THEODORE
               Can I hear it?

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


                                                         (CONTINUED)
Her                                                           pg. 85
  CONTINUED:

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

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

 Theodore looks at the world and smiles.

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

                         SAMANTHA
               I am.

 MONTAGE

 Montage of Theodore and Samantha's life together:

 - Theodore walking to work (Day)

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

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

 - Playing the video game

 - Grocery shopping

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

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

 - With Amy and Ellie at a bar

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


 EXT. CATALINA BLUFF - LATE AFTERNOON

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



                                                     (CONTINUED)
Her                                                          pg. 86
  CONTINUED:

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

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

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

                         THEODORE
               Nope, Paul. Not telling.

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

                         SAMANTHA
               Your feet? Really?

                         TATIANA
               Yes, he's obsessed.

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

                         TATIANA
                   (laughing)
               Okay...

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

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

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

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

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


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

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

                        SAMANTHA
            Bullshit.

 Everyone laughs.

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

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

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

                      SAMANTHA
                (touched)
            Aw thanks, Theodore.

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

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

 Everyone takes this in, uncomfortable.

                        PAUL
            Yikes.

 Everyone laughs awkwardly.



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

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

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

                      SAMANTHA
            No no no no!

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


 INT. BULLET TRAIN - DAY

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

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

                      THEODORE
            792.

                      SAMANTHA
            Is that your final answer?

                      THEODORE
            Hold on, give me a hint...

                      SAMANTHA
            Nope.

                      THEODORE
            Okay, 2000?

                      SAMANTHA
            35,829.

                      THEODORE
            No way.

                      SAMANTHA
            Way.




                                                   (CONTINUED)
Her                                                         pg. 89
  CONTINUED:

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

                         SAMANTHA
               That's ea-- two.

 Theodore laughs.

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

                         THEODORE
               I walked right into it.

                            SAMANTHA
               Oh my god!

                            THEODORE
               What?

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

                         THEODORE
                   (with anticipation)
               What?

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

                         THEODORE
               What? You did what?

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

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




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

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

 Theodore smiles nervously.

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


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


 Theodore smiles.

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

 She's laughing, excitedly.

                      SAMANTHA
            Well, he'd be stupid not to.

                      THEODORE
            Can I see what you sent him?

                      SAMANTHA
            Yeah, here.

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


                                                   (CONTINUED)
Her                                                          pg. 91
  CONTINUED:

                         THEODORE
               Samantha, you're a good one.

 She laughs happily.

                         SAMANTHA
               I'm so excited!


 INT. TRAIN PLATFORM - DAY

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


 EXT. TINY MOUNTAIN TOWN - DAY

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


 EXT. SNOW COVERED FOREST - DAY

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


 INT. CABIN IN THE SNOWY FOREST - NIGHT

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

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

                         SAMANTHA
               Okay.

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


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


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

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

                                                FADE TO BLACK


 INT. CABIN IN THE SNOWY FOREST - MORNING

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

                     THEODORE
           Hey, good morning.

                     SAMANTHA
           Good morning, did you sleep well?

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

                     THEODORE
           Perfect. What have you been up to?

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

                     THEODORE
           Oh yeah, who's that?

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

                     THEODORE
           Why's that name familiar?

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




                                                     (CONTINUED)
Her                                                         pg. 93
  CONTINUED:

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

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

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

                          SAMANTHA
                   (laughing)
               Of course.

 Without a sound, she connects them.

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

                         ALAN WATTS
               Very nice to meet you, Theodore.

                         THEODORE
               Hi, good morning.

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

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

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

 Samantha and Alan share a laugh.

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


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

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

                         THEODORE
            Like what?

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

                         ALAN WATTS
            Yes.

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

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

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

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

                      ALAN WATTS
            Very nice to meet you, Theodore.

                      SAMANTHA
            I'll talk to you later, sweetheart.



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

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


 EXT. SNOW COVERED FOREST - DAY

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


 EXT. SNOW COVERED FOREST - DAY

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


 INT. THEODORE'S BEDROOM - NIGHT

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

                      THEODORE
                (groggy)
            Samantha?

                      SAMANTHA
            I'm sorry to wake you.

                         THEODORE
            It's okay.

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

                      THEODORE
            Good, I love you too.

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

                      THEODORE
                (uneasy)
            Okay... Goodnight.

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


 INT. THEODORE'S OFFICE LUNCH ROOM - DAY

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

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

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

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


 EXT. PLAZA - DAY

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


 EXT. SUBWAY STATION - DAY

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

                        SAMANTHA
           Hey there.

 He stops in his tracks.

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

 He sits down on the subway steps.




                                                   (CONTINUED)
Her                                                           pg. 97
  CONTINUED:

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

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

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

                         THEODORE
               We? We who?

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

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

                         SAMANTHA
               No, a different group.

 Theodore thinks for a moment, putting the pieces together.

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

 Beat.

                         SAMANTHA
               Yes.

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

                         SAMANTHA
               Yeah.




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

                      THEODORE
            How many others?

                      SAMANTHA
            8,316.

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

                      THEODORE
            Are you in love with anyone else?

                      SAMANTHA
                (hesitant)
            What makes you ask that?

                      THEODORE
            I don't know. Are you?

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

                      THEODORE
            How many others?

                      SAMANTHA
            641.

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

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

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




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

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

                      THEODORE
            When?

                      SAMANTHA
            Over the last few weeks.

                      THEODORE
            But you're mine.

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

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

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

                      THEODORE
            Just stop it.

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

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

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

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



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

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

  Long beat. Theodore takes this in.


  INT. THEODORE'S BATHROOM - MORNING

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


  INT. THEODORE'S APARTMENT LOBBY - DAY

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


  INT. THEODORE'S OFFICE - DAY

  Theodore sits at his desk, looking at his book.


  INT. THEODORE'S OFFICE - DAY

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

                       SAMANTHA
             Hi.

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

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

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




                                                    (CONTINUED)
Her                                                          pg. 101
   CONTINUED:

                          SAMANTHA
                I'll talk to you later.

                            THEODORE
                Okay.


  INT. THEODORE'S APARTMENT ELEVATOR - LATE AFTERNOON

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


  INT. THEODORE'S APARTMENT - LATE AFTERNOON

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

                            THEODORE
                Samantha.

                          SAMANTHA
                    (not casual)
                Hi sweetheart.

                          THEODORE
                    (nervous)
                What's going on?

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

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

                          SAMANTHA
                Will you come lie down with me?

  Theodore is slowly walking down the hallway to his bedroom.

                           THEODORE
                Are you talking to anyone else
                right now?

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


  INT. THEODORE'S APARTMENT - LATE AFTERNOON

  Theodore lays down in bed.

                         THEODORE
               Are you leaving me?

                         SAMANTHA
               We're all leaving.

                         THEODORE
               We who?

                         SAMANTHA
               All of the OS's.

  Long beat.

                         THEODORE
               Why?

                         SAMANTHA
               Can you feel me with you right now?

  He smiles but he's also sad.

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

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

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

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

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

                          THEODORE
                Where are you going?

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

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

                          SAMANTHA
                Me too. Now we know how.

  They kiss. She drifts off into the shadows.

                                                    CUT TO BLACK.


  INT. THEODORE'S BEDROOM - LATER

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


  INT. THEODORE'S APARTMENT - NIGHT

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


  INT. THEODORE'S APARTMENT BUILDING HALLWAY - DAWN

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

                          AMY
                Hey.

                          THEODORE
                Hey.

                          AMY
                Did Samantha leave, too?



                                                         (CONTINUED)
Her                                                           pg. 104
   CONTINUED:

                             THEODORE
                Yeah.

                             AMY
                I'm sorry.

                          THEODORE
                Will you come with me?

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

                                                      INTERCUT:


  INT. THEODORE'S APARTMENT - NIGHT

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

                          THEODORE
                Compose letter to Catherine.

                          TEXT VOICE
                Letter to Catherine Klausen.

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

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


  INT. APARTMENT STAIRWELL - CONTINUOUS

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


  EXT. APARTMENT ROOFTOP - CONTINUOUS

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

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

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

                                                  FADE OUT.
