Original subtitles

[MACHINE BEEPING]

[GROANING]

MAN [ON TV]: Hurricane Katrina on satellite...

The storm system 's still moving west...

What are you looking at, Caroline?

CAROLINE: The wind, Mom.

They say the hurricane is coming.

I'm on a boat.

I'm drifting.

Can I do anything for you, Mom?

Make anything easier?

Oh, sugar...

...there's nothing left to do.

Is what it is.

Finding it harder to keep my eyes open.

My mouth's full of cotton.

- Shh. DOROTHY: There, there, Miss Daisy.

You gonna scratch yourself to ribbons.

Do you want any more medication, Mother?

[MUMBLES INDISTINCTLY]

Doctor says you could have as much as you want.

No need for anybody to suffer.

CAROLINE: A, uh...

A friend told me that she never had the chance to say goodbye to her mother.

- I wanted to... - It's okay.

I wanted to tell you how much I'm gonna miss you so, Mom.

[CAROLINE CRYING]

DAIS Y: Oh, Caroline.

Are you afraid?

I'm curious.

What comes next?

[TRAIN WHISTLE HOOTING IN DISTANCE]

They built the train station in 1918.

My father was there the day it opened.

He said they had...

...a tuba band playing.

They had the finest clockmaker in all of the South...

...to build that glorious clock.

His name was...

...Mr. Gateau.

Mr. Cake.

He was married to a Creole of Evangeline Parish...

... and they had a son.

Mr. Gateau was, from birth...

... absolutely blind.

When their son was old enough, he joined the Army.

And they prayed God would keep him out of harm 's way.

For months, he did nothing but work on that clock.

One day...

... a letter came.

And Mr. Gateau, done for the night...

... went up, alone, to bed.

And their son came home.

They buried him in the family plot...

... where he would be with them when their time came.

Mr. Cake worked on his clock...

... laboring...

... to finish.

It was a morning to remember.

Papa said there were people everywhere.

Even Teddy Roosevelt came.

[PEOPLE CLAPPING]

MAN: It's running backwards!

[MURMURING]

GATEAU: I made it that way...

...so that perhaps the boys that we lost in the war...

...might stand and come home again.

Home to farm...

... work...

... have children.

To live long, full lives.

Perhaps my own son might come home again.

I'm sorry if I've offended anybody.

I hope you enjoy my clock.

DAIS Y: Mr. Cake was never seen again.

Some say he died of a broken heart.

Some say he went to sea.

Excuse me. Do you mind if I make a call? Somebody's watching my little boy.

Sure.

I hope I haven't disappointed you.

You couldn't disappoint me.

Well, I...

I know I don't have much to show for myself.

In my dark suitcase.

There's a diary.

- This? - Mm.

Could you read it to me?

Is this what you wanna do?

I tried to read it a hundred different times.

DAIS Y: Mom, it's not exactly...

Just the sound of your voice, darling.

Okay.

It's dated, April 4th, 1985.

It says "New Orleans."

"This is my last will and testament.

I don't have much to leave, few possessions, no money, really.

I will go out of this world the same way I came in: alone and with nothing.

All I have is my story...

...and I'm writing it now while I still remember it.

My name is Benjamin.

- Benjamin Button." BENJAMIN: Benjamin Button.

And I was born under unusual circumstances.

The First World War had ended...

... and I've been told it was an especially good night to be born.

MAN 1: Thank God it's over!

MAN 2: We won the war! MAN 3: Whoo!

[CHEERING AND CHATTERING]

[BRASS BAND PLAYING MUSIC]

[CAR HORNS HONKING]

MAN 4: We won the war!

[WOMAN WHIMPERING]

THOMAS: What are you doing here? - Thomas...

...I'm afraid she's gonna die.

What?

That's enough. All of you, get away from her.

I came as quickly as I could. The streets are filled with people...

MRS. BUTTON: Thomas.

Promise me he has a place.

Yeah.

BENJAMIN: She gave her life for me.

And for that, I am forever grateful.

[BABY CRYING]

Mr. Button.

[GASPS]

[SPEAKING IN LATIN]

Thomas!

Thomas.

Thomas? Where are you going?

[PEOPLE SHOUTING INDISTINCTLY]

[BABY SCREAMING]

MAN: Hey! What are you doing there?

What do you have there?

[WHISTLE BLOWING]

[BABY BABBLING]

[PIANO PLAYING IN DISTANCE]

[WOMAN SPEAKING INDISTINCTLY IN DISTANCE]

Shh.

MAN: Come on, Queenie. It'll be okay. WOMAN: Mr. Weathers.

Come on, you know I got nothing but work to do around here.

MAN: Come on. Just take some time. WOMAN: Stop all this foolishness.

Oh, time.

The air is sweet.

You look very handsome tonight, Miss Queenie.

Handsome as I ever seen.

The brown matches your eyes.

Oh, hush.

[CHUCKLING]

Now, see here. You ain't no slouch yourself.

[LAUGHING]

[SHOUTING INDISTINCTLY]

TIZZY: Hambert's back in town.

He came home legless, but, uh, he home.

- I know you were sweet on him one time... - Ugh.

Sweeter than I should've been.

Miss Simone messed herself.

Oh, sweet Jesus. She got to stop doing that or it's diapers for her.

- Be right there, Miss Jameson. TIZZY: Queenie.

Now, come on.

JAMESON: Okay, Queenie. Queenie'll be right there.

It's awful nice out here.

Come on out back for a moment. Take your mind off things.

QUEENIE: You're so bad. BENJAMIN: Wah!

- What in God's name? - What's this?

[GASPING]

Oh, the Lord done something here.

Hope I didn't hurt it none stepping on it like that.

We best leave that for the police.

Poor baby.

I'll go.

QUEENIE: It's for sure nobody wanted to keep it.

Come on, baby.

JAMESON: Queenie? Where are you, Queenie?

Hold your water! You go deal with it.

- Queenie... - No, go. Shh. I'll be back.

WOMAN 1: Queenie, Apple, she went and messed herself all over again!

Jane Childress, start her a bath!

And mind your own business, Mrs. Duprey.

You'll be messing yourself soon enough.

WOMAN 2: Somebody stole my necklace.

Okay. All right, Mrs. Hollister, I'll be right with you, okay?

Go on back upstairs, hear?

You are as ugly as an old pot...

...but you still a child of God.

WOMAN 1: Queenie, Apple, she won't take a bath without you!

Mercy.

I'll be right there!

Okay. You just wait right here for me, okay?

My sister gave me those pearls. I can't find them anywhere.

Somebody's been stealing my jewelry.

They're right here, Mrs. Hollister. See?

Right around your pretty white neck. Now, come on. Hush all that noise.

- Is Dr. Rose still here? - I don't know.

[BABBLES]

DR. ROSE: Well, your heart is strong.

You just want to avoid any undue stimulation.

I trust you ladies will help me out with that?

I have something. Could you come downstairs?

Never seen anything like it. Nearly blind from cataracts.

I'm not sure if he can hear.

His bones indicate severe arthritis.

His skin has lost all elasticity, and his hands and feet are ossified.

He shows all the deterioration, the infirmities not of a newborn...

...but of a man well in his 80s on his way to the grave.

- He's dying? - His body's failing him...

...before his life's begun.

Where'd he come from?

My sister's child. From Lafayette. She had an unfortunate adventure.

The poor child, he got the worst of it. Come out white.

There are places for unwanted babies like these, Queenie.

No room for another mouth to feed here.

The Nolan Foundation, despite their good intentions...

...thinks this place is a large nuisance as it is.

- A baby... - You said he don't have long.

Queenie, some creatures aren't meant to survive.

No, this baby, he is a miracle. That's for certain.

Just not the kind of miracle one hopes to see.

Y'all listen. Y'all listen up here.

We gonna have us a visitor that's gonna be staying with us for a little while.

My sister had a child, and she couldn't see right by it, so...

He's known as...

...Benjamin.

Benjamin.

He's not a well child, so we're gonna have to take good care of him.

I had 10 children. There's not a baby I can't care for. Let me see him.

Oh, God in heaven. He looks just like my ex-husband.

Look, he's prematurely old.

Dr. Rose said he ain't got much more time on this earth.

Well, join the club. Heh, heh.

[PEOPLE LAUGHING]

[BABBLES]

WOMAN: He's smiling.

Hambert sends his remembrances to you.

[BENJAMIN GROANS]

Are you right out of your mind?

I know you ain't got all the parts it takes to make one of your own...

...but this ain't yours to keep. It may not even be humankind.

Mr. Weathers, come back here.

Please.

You never know what's coming for you.

BENJAMIN: It seemed I had found a home.

Is any of this true?

You have such a lovely voice.

Oh, Mom. It's an ancient streetcar token.

That clock just kept going...

...year after...

... year after year.

BENJAMIN: But I didn 't know I was a child.

Same old crap every day.

I thought I was like everyone else there.

An old man in the twilight of his life.

WOMAN 1: Could you make him stop that?

Stop banging that fork. It's used for eating, not for playing with.

And use your napkin, please, Mr. Benjamin.

WOMAN 2: Queenie!

Hey, boy.

[CHILDREN LAUGHING AND CHATTERING]

Always had a healthy curiosity.

What was up the street? Or around the next corner?

BO Y: Go get him!

Benjamin! That is dangerous. Come back over here.

Stay put, child.

I loved her very much.

She was my mother.

BENJAMIN: Mama.

Mama.

Some days I feel different than the day before.

Everybody feels different about themselves, one way or another.

But we all going the same way.

Just taking different roads to get there, that's all.

You're on your own road, Benjamin.

Mama? How much longer I got?

Just be thankful for what you're given, hear?

You already here longer than you supposed to.

Some nights I'd have to sleep alone.

I didn 't mind.

I would listen to the house breathing.

All those people sleeping.

I felt safe.

It was a place of great routine.

QUEENIE: Mr. Winslow!

Every morning at 5:30, no matter the weather...

... General Winslow, U.S. Army Retired, would raise the flag.

Mrs. Sybil Wagner, once an opera singer of some note...

[CLASSICAL MUSIC PLAYING]

... well, she sang Wagner.

[SINGING IN GERMAN]

QUEENIE: All right, baby, come on.

We got to put some life into these old sticks for you.

Get you walking so you can help me out around here. Come on now, hear?

[BENJAMIN GRUNTING]

No matter the season, supper was served promptly at 5:30.

BENJAMIN: "Molasses."

Molasses.

Molasses.

I learned to read when I was 5.

My grandfather was a dresser for a famous actor.

He brung home every play for me to read.

Kind keepers of my weak decaying age...

...let dying Mortimer here rest himself.

Even like a man new haled from the rack...

...so fare my limbs with long imprisonment.

And these gray locks, the pursuivants of death...

...argue the end of Edmund Mortimer.

[CHUCKLES]

You thought I was plain ignorant, didn't you?

The actor my grandfather worked for was John Wilkes Booth.

He killed Abraham Lincoln.

Never know what's coming for you.

On Saturday nights, Mama would make me go to church.

[PIANO PLAYING AND PEOPLE SINGING]

Benjamin!

PEOPLE [IN UNISON]: Amen.

What can I do for you, sister?

[WHISPERING]

Her parts are all twisted up inside and she can't have little children.

PEOPLE [IN UNISON]: Oh.

Lord, if you could see clear to forgive this woman her sins...

...so she can bear the fruit of the womb.

- Out, damnable affliction! - Aah!

- Praise God! - Praise God!

- Hallelujah! PEOPLE [IN UNISON]: Hallelujah!

[PEOPLE CLAPPING]

And what's this old man's irrediction?

He's got the devil on his back...

...trying to ride him into the grave before his time.

- Out, Zebuchar! - Yes.

- Out, Beelzebub! - Yes!

How old are you?

Seven. But I look a lot older.

God bless you.

He's 7.

[LAUGHING]

Now, this is a man...

...with optimism in his heart. - All right.

- Belief in his soul. - Yes.

We are all children in the eyes of God!

- Yes. MAN 1: Hallelujah.

- We are gonna get you out of that chair. MAN 2: Yes.

- And we gonna have you walk. MAN 2: Come on.

It's all right.

In the name of God's glory...

...rise up! - Yes.

QUEENIE: Come on.

MAN 3: Walk.

MAN 2: Come on, son. WOMAN: Amen.

MAN 2: Come on with it, son. MAN 4: Come on.

PREACHER: Now God is gonna see you the rest of the way.

He's gonna see this little old man walk without the use of a crutch or a cane.

He's gonna see that you walk from faith and divine inspiration alone.

- All right. - Yes!

Amen!

- Now walk. - Come on.

[CHATTERING]

[GASPING]

Don't touch him.

Rise up, old man.

- Rise up like Lazarus. MAN 5: Praise the Lord!

I said, rise up!

Yes.

MAN 6: Come on. MAN 2: Come on, now.

Say hallelujah.

Hallelujah!

Walk.

Walk on. Yes.

[CHATTERING]

That's right, Benjamin.

BENJAMIN: Now when I look back on it, it was miraculous.

But you know the saying:

The Lord giveth and the Lord taketh away.

Praise be to God in the highest!

[GASPING]

MAN 7: Sweet Jesus!

[PLAYING AND WOMEN SCREAMING]

There were so many birthdays.

[SINGING "FOR HE'S A JOLLY GOOD FELLOW"]

So we wouldn 't run out, we would spare the candles.

Queenie, you know I don't like birthdays, and I don't like cake.

And death was a common visitor. People came and went.

You always knew when someone left us. There was a silence in the house.

[OPERA MUSIC PLAYING]

It was a wonderful place to grow up.

I was with people who had shed all the inconsequences of earlier life.

Left wondering about the weather, the temperature of a bath...

... the light at the end of a day.

[MAN FARTS]

For every one that died, someone would come to take their place.

MAN: I've been married five times.

My first wife and I are captured by a neighbor tribe of cannibals.

WOMAN 1: Oh, my goodness gracious. MAN: We escaped across the river.

My wife, she can't swim, so, sadly, she eaten.

WOMAN 2: Oh, my. That's terrible.

MAN: My second wife steps on cobra and dies.

It was very bad luck to be married to me.

TIZZY: That's Mr. Oti. He's an acquaintance of an acquaintance of mine.

OTl: The next summer... - He's a Pygmy.

OTl: ...I'm captured by the Baschiele tribe.

They trade us for pigs, shoes, and beer to a very strange American man.

[CHATTERING]

[JAZZ MUSIC PLAYING OVER PHONOGRAPH]

I hear you're not so old as you're looking. You're just fooling everybody.

What's the matter? Did you get madjembe?

What's madjembe?

Worms.

I don't think I have worms.

This just how I am.

QUEENIE: Did you take your pills today? MAN: No, ma'am.

Come. Let's get a cold root beer.

I found the medication under your pillow.

I'm not "asposed" to. It's dangerous.

Who said that? Come on, little man.

Hello, children.

Whoa, hold, please!

Then I'm in the monkey house at Philadelphia Zoological Park.

Three thousand people show up my first day.

Look.

BENJAMIN: What's it like living in a cage?

It stinks.

But the monkeys...

...they do some tricks there.

I throw a spear, wrestle with Kowali.

She is orangutan.

When I'm not playing with the monkeys, they want me to run to the bars...

...in my cage, with my teeth.

[ROARS]

[SCREAMING]

[LAUGHING]

BENJAMIN: So then what'd you do?

Then I leave zoo, go here, go there. Wandered most of the time.

You were all alone?

Plenty of time you'll be alone.

When you're different like us, it's gonna be that way.

But I'll tell you a little secret.

Fat people, skinny people, tall people...

...white people, they're just as alone as we are.

But they're scared shitless.

I think about the river I grew up on.

It would be nice to sit by my river again.

Come, I have an appointment.

There's my little man. You ready, sugar?

Always ready. Always ready. Heh, heh, heh.

Filamena, Mr. Benjamin.

- It's a pleasure to meet you, sir. BENJAMIN: My pleasure, ma'am.

You can find your own way home, can't you?

Take the St. Charles line to Napoleon.

Hey! Hey!

Where in God's name have you been? Get in here.

I mean, you take my breath away, you know that?

Oh, Lord, I was so worried about you.

BENJAMIN: It had been the best day of my life.

- How's her breathing? - It's shallow.

They say it'll reach us in a few hours...

...so I gotta get my baby and take him to my sister's.

They say there's nothing to worry about in the hospital.

Nurses will be right here if you need them. You okay?

Yeah, um, I'm okay reading.

DOROTHY: I shouldn't be more than an hour.

Was there just company?

It was just Dorothy leaving.

Go on, Caroline.

"On Sundays, the families would come and visit."

BENJAMIN: It was Thanksgiving, 1930.

I met the person who changed my life forever.

[CAR HORN HONKING]

Well, Benjamin.

Might I say you are looking strikingly youthful.

Good day, Mrs. Fuller.

A single cane, back straight as an arrow.

What elixir have you been drinking?

Thank you, ma'am.

GIRL: Grandma! Look at me!

MRS. FULLER: That was really something.

Come on over here, you.

Now, this is my granddaughter, Daisy.

This is Mr...

I'm afraid, Benjamin, I don't rightly know your last name.

Benjamin's fine.

I never forgot her blue eyes.

Good people, supper is served.

WINSLOW: Health and food, true love and friends.

For everything thy goodness sends. Amen.

Amen.

[PEOPLE CHUCKLING AND CHATTERING]

MAN: That looks good.

Did you know turkeys aren't really birds?

Why do you say that?

They are in the pheasant family, can't hardly fly.

It's sad, don't you think? Birds that can't fly?

I love birds that can't fly.

They are so delicious.

That's terrible.

I have something to tell y'all while we're giving thanks for God's blessings.

I had a miracle happen. The Lord saw fit to answer my prayers.

What does she mean, answered her prayers?

Thanks. Thank you.

She's gonna have a baby, silly.

That's what my mama said when I was gonna have a baby brother...

...but he didn't live long...

...because he didn't breathe right.

MRS. FULLER: "...in the afternoon, when he had got his beautiful hind legs...

...just as Big God Nqong had promised.

You can see that it's 5:00...

...because Big God Nqong's clock says so."

Isn't that something?

- Again. Read it again. - Oh, read it again, please.

All right. But afterwards, you must go to bed.

I promise.

"Old Man Kangaroo..."

Are you sleeping?

Who says that?

It's me, Daisy.

Oh, hi.

Okay, come on.

BENJAMIN [WHISPERS]: Where are we going?

DAIS Y [WHISPERS]: Come on.

Under here.

Here, you light it.

BENJAMIN: I'm not supposed to play with matches.

DAIS Y: Don't be a chicken. Light it.

I'll tell you a secret if you'll tell me one.

BENJAMIN: Okay.

DAIS Y: I saw my mama kissing another man.

Her face was red from it.

Your turn.

Uh...

[IN NORMAL VOICE] I'm not as old as I look.

I thought so.

[IN NORMAL VOICE] You don't... You don't seem like an old person.

- Like my grandma. - I'm not.

Are you sick?

Well, I heard Mama and Tizzy whispering.

They said I was gonna die soon, but...

...maybe not.

You're odd.

You're different than anybody I've ever met.

May I?

Okay.

[FOOTSTEPS]

What are you doing under there?

You come right out here and get back up to bed.

It's after midnight!

You are not to be playing together.

DAIS Y: Yes, ma'am.

MRS. FULLER: Now you get back to bed, little lady.

You're too young to be wandering around in the night on your own.

And you ought to be ashamed of yourself.

QUEENIE: You are a different child.

A man child.

And, baby, people aren't gonna understand just how different you are.

[CRYING]

What's wrong with me, Mama?

Come here.

God hasn't said yet, baby.

Now go on to bed, hear? And behave yourself.

Go on. Say your prayers, hear?

Did I ever tell you I've been struck by lightning seven times?

Once when I was repairing a leak on the roof.

Once I was just crossing the road to get the mail.

BENJAMIN: I never forgot her...

"...blue eyes."

Mom?

Did you get that this Benjamin loved you from the first time that he saw you?

- Mm-hm. - Not many people experience that.

- Want me to go on? - Hm.

He crosses something out.

BENJAMIN: When that baby came...

... things were different.

[SINGING "DIDN'T LEAVE NOBOD Y BUT THE BABY"]

Babies were born, people died.

A lot of folks been through that old house.

[KNOCKING ON DOOR]

I've come to say goodbye. I'm going away.

Going?

Where?

I haven't figured that out yet...

...but I'll send you a postcard when I get there.

What about your friend, the tall lady?

We are not friends anymore.

That's what happens with tall people sometimes.

Well...

...goodbye.

Spent a lot of time by myself that year.

[IMITATING GUNFIRE]

WOMAN: Hello?

BENJAMIN: Hi. - I'm moving in today.

Welcome. We've been expecting you.

Can you please show her up to Mrs. Rousseau's old room?

I'm sorry, but we usually don't allow dogs in the house.

Well, she's old as the hills. She's almost blind.

She won't be a bother much longer.

Well, all right, long as she stays from up underfoot.

BENJAMIN: Right this way, ma'am.

As hard as I try, I can 't remember her name.

Mrs. Lawson or Mrs. Hartford.

Maybe it was Maple.

It's funny how sometimes the people we remember the least...

... make the greatest impression on us.

I do remember she wore diamonds.

And she always dressed in fine clothing, as if she was going out.

Although she never did and nobody ever came to visit her.

She taught me to play the piano.

[PLAYING]

It's not about how well you play.

It's how you feel about what you're playing.

Try this.

[PLAYING]

You can't help putting yourself in the music.

There were many changes. Some you could see, some you couldn 't.

Hair had started growing in all sorts of places...

... along with other things.

I felt pretty good, considering.

Darling, the pain.

All right, Mom. I'll get the nurse.

[ON TV] Look at this eye. This is a major hurricane.

A slow hurricane, with maximum sustained winds of...

NURSE: Not doing too good?

Nobody seems to know whether to stay or leave.

I'm gonna ride it out.

There. That should make things much easier.

Have you had a chance to say your goodbyes?

My father waited four hours for my brother to get here from Boger City.

Couldn't go without him.

She seems like a sweet woman.

Yeah. I haven't had as much time with her as I would've...

- You busy? I could use your help. NURSE: Excuse me.

Sure.

"Queenie would let me go with Mr. Daws..."

BENJAMIN: ... to Poverty Point to watch the boats go up and down the river.

These were hard times.

Did I ever tell you I was struck by lightning seven times?

Once when I was in the field just tending to my cows.

My fourth hand didn't show up.

Anybody wanna make $2 for a day's work around here?

What's the matter? Nobody wants to do an honest day's work...

...for an honest day's pay? - He never pays.

Nobody wants a job?

I do.

You got your sea legs about you, old man?

Mm-hm.

I think.

Well, that's good enough for me.

Get your ass on board. We'll sure as hell find out.

I was as happy as I could be.

I need a volunteer!

I would do anything.

Yes, captain!

Scrape off all this bird shit!

Right away, sir.

And I was actually gonna be paid for something I would've done for free.

His name was Captain Mike Clark.

He'd been on a tugboat since he was 7.

MIKE: Get moving on that.

Come here.

Can you, uh, still get it up?

I do every morning.

The old pole, huh? The high, hard one?

I guess.

When was the last time you had a woman?

- Never. - Never?

Not that I know of, sir.

MIKE: Wait a minute, now.

You mean to say you've been on this earth however many years...

...and you've never had a woman?

Mm-mm.

Damn, that's the saddest thing I've ever heard in my life.

Never?

No.

Then, by Jesus, you are coming with me.

[CHATTERING AND BAND PLAYING JAZZ]

What did your father do?

I never met my father.

You lucky bastard.

All fathers wanna do is hold you down.

Out on my father's boat, working the two-a-day...

...this little fat bastard...

...Tug Irish, they calls him.

Anyway, I finally works up the nerve and tell him:

"I don't wanna spend the rest of my life on a goddamn tugboat."

You know what I'm saying?

You don't wanna spend the rest of your life on a tugboat.

Absolutely! Damn right!

So you know what my father says to me?

He says, "Who the hell do you think you are?

What the hell do you think you can do?"

So I tell him.

"Well, if you're asking...

...I wanna be an artist."

He laughs.

"An artist?

God meant for you to work a tugboat, just like me.

And that's exactly what you're gonna do."

Well, I turned myself into an artist.

A tattoo artist!

[PEOPLE LAUGHING AND WHISTLING]

I put on every one of these myself.

You have to skin me alive to take my art away from me now.

When I'm dead, I'm gonna send him my arm.

That one.

Don't let anyone tell you different.

You gotta do what you're meant to do.

And I happen to be a goddamned artist.

But you're a tugboat captain.

WOMAN: Captain Mike?

We're ready for you and your friend.

Let's go, old-timer. Break your cherry.

Hello, my lovelies.

WOMAN 1: Hey, captain. WOMAN 2: Hi, Mike.

- Hi. WOMAN 3: Hi.

He gives me the willies. That is not for me.

How are you tonight, grandpa?

BENJAMIN: It was a night to remember.

[MOANING]

What are you, Dick Tracy or something? I've got to rest.

BENJAMIN: Again.

- Thank you. - No, thank you. You have a nice night.

- Will you be here tomorrow? - Every night but Sunday.

It sure made me understand the value of earning a living.

Good night, sweetie. Come back now.

Things money can buy you.

[CHATTERING]

MAN: It's nasty out.

Can I offer you a ride somewhere?

That's awfully kind of you, sir.

My name is Thomas, Thomas Button.

- I'm Benjamin. - Benjamin.

It's a pleasure to know you.

Would you like to stop somewhere and have a drink?

All right.

Evening, Mr. Button.

What'll it be, sir?

I'll have whatever he's having.

Sazerac for both of us. With whiskey, not brandy.

You don't drink, do you?

- It's a night for firsts. - How's that?

I never been to a brothel, either.

- It's an experience. - Certainly is.

- There's a time for everything. - True enough.

WAITER: Your drinks.

I don't mean to be rude, but, uh...

...your hands. Is that painful?

Well, I was born with some form of disease.

What kind of disease?

I was born old.

- I'm sorry. - No need to be.

There's nothing wrong with old age.

[COUGHING]

My wife passed away many years ago.

Oh, I'm so, so sorry.

She died in childbirth.

To children.

To mothers.

What line of work you in, Mr. Button?

Buttons. Button's Buttons. There isn't a button that we don't make.

Our biggest competition is B. F. Goodrich and his infernal zippers.

Would you gentlemen like anything else?

One for the road, Benjamin?

Only if you let me pay for it, Mr. Button.

So, what line of work do you do?

I'm a tugboat man.

THOMAS: I enjoyed talking to you.

I enjoyed drinking with you.

Benjamin?

Would you mind if, time to time, I stopped by and said hello?

Any time. Good night, Mr. Button.

Good night, Benjamin.

Drive on.

Where have you been?

Nothing. I met some people...

...listened to some music.

[RETCHING]

Oh, sweet Jesus, boy!

BENJAMIN: Growing up 's a funny thing. Sneaks up on you.

One person is there, then suddenly somebody else has taken her place.

She wasn 't all elbows and knees anymore.

Benjamin. Come on.

Okay.

I loved those weekends when she'd come...

... and spend the night with her grandmother.

BENJAMIN [WHISPERS]: Daisy.

Daisy.

You wanna see something?

You gotta keep it a secret.

So get dressed. I'll meet you out back.

Shh. Come on.

Can you swim?

I can do anything you can do.

Here, put this on. We gotta hurry.

DAIS Y: Is he okay?

[IN NORMAL VOICE] Captain?

[SNORING]

Captain Mike?

Morning, captain. Can you take us out?

Do you know what day it is?

BENJAMIN: Sunday?

Do you know what that means?

Means I was very drunk last night.

Well, you're drunk every night.

Is that a girl?

Close friend. I wanna show her the river.

You're not supposed to go joyriding with civilians.

I could lose my license.

[GROANS]

What are you waiting for?

[FOGHORN BLOWING]

MIKE: Pulled in for repair. A wounded duck.

She's flying now, huh?

MAN: Ahoy, sailor!

I wish we could go with them.

[FOGHORN BLOWS AND MIKE GRUNTS]

Did you say something, Mom?

[THUNDER RUMBLING]

[THUNDER CRASHES]

It's getting really bad.

Can you hear me, Mom?

- Mm. - Huh?

Time just seeped out of me.

"Things were changing quickly."

I don't know how it's possible, but you seem to have more hair.

What if I told you that I wasn't getting older...

...but I was getting younger than everybody else?

Well...

...I'd feel sorry for you...

...to have to see everybody you love die before you do.

It's an awful responsibility.

BENJAMIN: I'd never thought about life or death that way before.

Benjamin, we're meant to lose the people we love.

How else would we know how important they are to us?

And one fall day, a familiar visitor came knocking on our door.

You wanna go with me to the drugstore?

She taught me how to play the piano...

PEOPLE [IN UNISON]: Amen.

... and she taught me what it meant to miss somebody.

Let's go.

I had gone to a brothel.

I'd had my first drink.

Said goodbye to one friend...

... and buried another.

In 1936, when I was coming to the end of the 17th year of my life...

... I packed my bag, I said goodbye.

- Bye, Benjamin. BENJAMIN: Goodbye.

I knew, life being what it was, I'd probably never see them again.

WOMAN: Bye, Mr. Benjamin.

- Good luck to you, son. - Thank you.

[CRYING]

- I love you, Mama. - Oh, I love you too, baby.

I want you to say your prayers every night, hear?

Be safe, hear?

DAIS Y: Benjamin!

Where you going?

Oh, to sea.

I'll send you a postcard.

From everywhere.

Write me a postcard from everywhere.

DAIS Y: Can you imagine?

He sent me a postcard...

...from everywhere he went.

Every place he worked.

Newfoundland. Baffin Bay.

Glasgow. Liverpool. Narvik.

He had gone with that Captain Mike.

BENJAMIN: Captain Mike had contracted for three years...

... with Moran Brothers Tug and Salvage.

The old ship had been refitted with a diesel engine and a new sea winch.

We went around Florida and up the Atlantic seaboard.

We were a crew of seven now: Captain Mike and me, the Cookie...

... Prentiss Mayes from Wilmington, Delaware...

... the Brody twins, Rick and Vic...

... who got along fine at sea, but for some reason...

... once they were on dry land, couldn 't stand the sight of each other.

You know, one in every eight boats never returns.

There was John Grimm, who sure fit his name...

All hands lost at sea.

... from Belvedere, South Dakota.

And Pleasant Curtis from Asheville, Notch.

Never said a word to anyone, except himself.

I wrote him constantly.

DAIS Y: I told him I had been invited to audition in New York City...

... for the School of American Ballet.

MAN: Please stay.

Thank you. Thank you.

You can stay.

But I was relegated to the corps.

Another dancing gypsy.

MIKE: Benjamin!

How is it when you showed up...

...you were no bigger than a bollard with one foot in the grave?

Now, either I drink a hell of a lot more than I think I do...

...or you sprouted.

What's your secret?

Well, captain...

...you do drink a lot.

[MIKE LAUGHING]

BENJAMIN: We stayed in a small hotel with a grand name, the Winter Palace.

MIKE: You have no idea what you're talking about.

The hummingbird is not just another bird.

Its heart rate's 1200 beats per minute.

[CHATTERING IN FOREIGN LANGUAGE]

Its wings beat 80 times a second.

If you was to stop their wings from beating...

...it would be dead in less than 10 seconds.

[SPEAKING IN RUSSIAN]

This is no ordinary bird.

This is a freaking miracle.

They slowed down their wings with moving pictures...

...and you know what they saw?

Their wingtips are doing that:

You know what the figure eight is the mathematical symbol for?

[SPEAKING IN RUSSIAN]

[WHISPERING] Infinity.

Infinity!

[CHATTERING AND GRUNTING]

Everybody, no matter what differences they had...

... the languages, the color of their skin...

... had one thing in common:

They were drunk every single night.

Three, please.

WOMAN: Could you hold, dear, for us, please?

Thank you very much. Good evening.

Her name was Elizabeth Abbott.

She was not beautiful. She was plain as paper.

But she was pretty as any picture to me.

What are you looking at?

If you must know, we have a longstanding agreement never to go to bed sober.

- Isn't that right, darling? - Whatever you say, darling.

Her husband was Walter Abbott.

He was chief minister of the British Trade Mission in Murmansk...

... and he was a spy.

- Darling. - Oh, thank you, my darling.

- Key, darling. ELIZABETH: Oh, yes.

I, uh...

I broke my heel off one of my shoes.

I'm not in the habit of walking about in my stocking feet.

They were long days there.

And even longer nights.

One particular night, I was having trouble sleeping.

I'm sorry.

I couldn't sleep.

I was gonna make some tea. Would you like some?

Oh, no. Thank you.

Milk, honey?

A bit of honey, please.

I hope you like flies in your honey.

Oh, perhaps not.

Oh, maybe, um, better to let it steep a little.

- Steep? - Um, soak.

I don't know, I mean, there's a proper way of making tea.

Well, where I'm from, people just want it to be hot.

Well, quite right.

- Now, you're a seaman... - A sailor.

I hope you won't think me impolite, but I have to ask...

...aren't you a little old to be working on a boat?

There's no age limit. As long as you can do the work.

Oh.

And you have trouble sleeping? Thank you.

I didn't think I did. I usually sleep like a baby.

Something's been keeping me up.

My father in his 80s, he was so convinced...

...he was gonna die in his sleep...

...he limited himself to having afternoon naps.

He was so determined he was gonna cheat death.

- Did he? - Did he what?

Die in his sleep?

He died, um, sitting in his favorite chair...

...listening to his favorite program on the wireless.

He must have known something.

My husband's the British trade minister and we've been here for 14 months.

- Good God. - We were supposed to go to Peking...

...but, um, it never seemed to work out.

Have you been in the Far East?

No. I've never been anywhere, really.

I mean, outside of harbors.

And where is it that you're from?

New Orleans. Louisiana.

I didn't know there was another.

And she told me about all the places she had been, and what she had seen.

And we talked till just before the dawn.

And we went back to our rooms...

... to our separate lives.

But every night, we'd meet again in that lobby.

A hotel in the middle of the night can be a magical place.

A mouse running and stopping.

A radiator hissing.

A curtain blowing.

There's something peaceful, even comforting...

... knowing that the people you love are asleep in their beds...

... where nothing can harm them.

Elizabeth and I would lose track of the night...

... until just before daybreak.

I think I may have given you the wrong impression.

Beg your pardon?

Well, married women don't customarily sit around...

...in the middle of the night with strange men in hotels.

I wouldn't know what a married woman does or doesn't do.

Good night.

Murmansk.

"I've met somebody, and I've fallen in love."

Mom?

[MURMURING]

That was over 60 years ago.

Did you love him, Mother?

What does a girl know about love?

[PIANO PLAYING]

Well...

...I'm not dressed.

Oh, you look splendid, just as you are.

Don't waste any time bothering about the wine or the cheese in Murmansk...

...because they're really completely ordinary...

...but the caviar and the vodka...

...are sublime and plentiful.

So...

Savor it.

- Mmm. - And don't eat it all at once.

Because that way, there's nothing left to enjoy.

And now take a little swallow of vodka while it's still in your mouth.

[SPEAKS IN RUSSIAN]

You haven't been with many women, have you?

Not on Sundays.

And you've never had caviar before, have you?

No, ma'am.

When I was 19...

...I, uh...

...I attempted to become the first woman ever to swim the English Channel.

Really?

But the current that day was so strong that...

...for every stroke I took, I was pushed back two.

I was in the water for 32 hours.

And when I was two miles from Calais...

... it started to rain.

MAN: That's it! Steady on!

And when I couldn 't go any further...

...I stopped.

I just stopped.

And everybody asked me...

... would I try again?

For why wouldn 't I?

But I never did.

As a matter of fact, I've never done anything with my life after that.

Your hands are so coarse.

[WIND WHISTLING IN DISTANCE]

I can feel the wind in your cheek.

[BELL TOLLING]

I'm afraid it's the witching hour.

BENJAMIN: It was the first time a woman had ever kissed me.

It's something you never forget.

[CORK POPS AND ELIZABETH GASPS]

ELIZABETH: Cheers.

BENJAMIN: I think you make me feel younger.

ELIZABETH: You make me feel years younger too.

I wish I was.

So many things I'd change.

I'd undo all my mistakes.

What mistakes?

I kept waiting, you know?

Thinking that I'd do something to change my circumstances.

Do something.

Such an awful waste. You never get it back.

Wasted time.

If we're going to have an affair...

...you're never to look at me during the day.

And we're always to part before sunrise.

And we will never say, "I love you."

Those are the rules.

- Are you cold? - I'm freezing.

ELIZABETH: Oh, you! Oh, you're frozen.

What an idiot, I'm standing here in this fur. How thoughtless of me.

She was the first woman that ever loved me.

You want me to skip some?

No, I'm glad he had somebody to keep him warm.

"I couldn't wait to see her again."

We saw each other every night.

We always used the same room.

But each time seemed new and different.

ELIZABETH: Come here.

Elizabeth.

Good night.

Until one night...

ROOSEVELT [ON RADIO]: Yesterday, December 7th, 1941...

... a date which will live in infamy...

MIKE: It's a meeting, a policy meeting regarding your future...

...possibly beyond.

There's been a change of plan, lads.

As you may or may not know...

...the Japs bombed Pearl Harbor yesterday.

Frank D. Roosevelt's asked each of us to do our part.

The Chelsea 's been commissioned to serve in the United States Navy.

To repair, to salvage, and to rescue.

Anybody doesn't wanna go to war, now is the time to say so.

Once you set foot on that boat, you're in the Navy, friend.

Yeah, I've been meaning to talk with you, Mike.

My wife's doing poorly.

I'd like to maybe see her one more time.

You're free to make your way home any way you can, Mr. Mayes.

If he's leaving, who's gonna cook?

Food poisoning's one of the leading causes of death at sea.

Right after inadequate safety equipment.

I can cook, captain. Been doing it all my life.

I don't know. You're a little moody for war, Benjamin.

What the hell?

I'll take any man wants to kick the shite out of the Japs and the Huns.

That's it, pack your gear. We're going to war, gentlemen.

She had left a note.

She wrote, "It was nice to have met you."

And that was it.

It wasn 't the war any of us expected.

We would just tow crippled ships, scraps of metal, really.

If there was a war, we didn 't see it.

There was a man assigned to us.

The chief gunner loved the Navy. But most of all, he loved America.

SMITH: There is no other country in the world. When you spell America...

His name was Dennis Smith and he was a full-blooded Cherokee.

...you're spelling freedom.

His family had been Americans for over 500 years.

These pacifists.

They say they won't fight on conscience.

Now, where would we be...

...if everybody decided to act according to their conscience?

Keep it down, would you, chief?

PLEASANT: Hey.

I've been watching you.

You seem trustworthy.

If something happens to me...

...could you see that this gets to my wife?

He'd given me all of his pay.

Hadn 't spent a dime of it.

PLEASANT: I want my family to know I was thinking about them.

[BELL RINGING]

MIKE: All hands on deck!

[EXPLOSION IN DISTANCE]

Get your asses up here, you lazy bastards!

The war had finally found us.

VIC: All stop!

Pleasant, man that light.

A transport carrying 1300 men had been split by a torpedo.

We were first to arrive at the scene.

Cut the engines!

All stop!

We were the only sound.

Fellas!

Sub!

MIKE: We sure as hell can't outrun them fuckers.

Battle stations!

Thank you, chief.

What?

VIC: Is that the last one?

[GRUNTING]

BENJAMIN: Captain!

[SCREAMING]

[GROANING]

They shot the hell out of my painting.

Give me your hand.

You'll be all right, captain.

They got a nice spot in heaven waiting for you. Nice spot.

You can be as mad as a mad dog at the way things went.

You could swear...

...curse the Fates...

...but when it comes to the end...

...you have to let go.

Captain?

Thirteen-hundred and twenty-eight men died that day.

I said my goodbyes to the Cherokee, Dennis Smith...

... John Grimm, who was right, he was gonna die there.

I sent Pleasant Curtis ' wife his money.

I said goodbye to the twin, Vic Brody...

... and to Mike Clark, captain of the tugboat Chelsea.

I said goodbye to all the other men who had dreams of their own...

... all the men who wanted to be insurance salesmen or doctors...

... or lawyers or Indian chiefs.

This don't get fixed.

Out here, death didn 't seem natural.

I'd never seen a hummingbird that far out to sea...

... before or since.

And in May of 1945...

... when I was 26 years old I came home.

WOMAN 1: I'm ready. I'm ready.

WOMAN 2: I'm coming.

WOMAN 1: I'm ready. - All right, I'm coming, Miss Alfalina.

- Queenie? QUEENIE: Yes.

Oh! Sweet Jesus! Oh, you're home!

[LAUGHING]

Oh, Lord, you came back.

- Let me look at you. GIRL: Who's that, Mama?

- Child, it's your brother, Benjamin. - I didn't know he was my brother.

There's a shitload of things you don't know. Out, finish sweeping.

Wash your hands. Help me with the table.

Turn around. Oh, you look like you been born again.

Younger than the springtime.

I think that preacher laid hands on you gave you a second life.

I knew it that moment I saw you, you were special.

I tell you what, my knees are sore...

...because I've been on them every night asking the Lord.

I said, "God, just bring him home safely."

You remember what I told you?

"You never know what's coming for you"?

That's right. Sit down.

Well, you learn anything worth repeating?

I sure saw some things.

Oh, you seen some pain.

Some joy too?

- Sure. Sure, I did. - Yeah, that's what I wanna hear.

[CHUCKLES]

Look at you.

Where's Tizzy?

Oh, baby.

Mr. Weathers died in his sleep one night last April.

- Mama, I'm so sorry. - Don't you worry about that, baby.

Yeah, well, it's only one or two of them left now.

Yeah, they all just about new.

Guess they waiting they turn like everybody else, huh?

I'm so glad you back home with me.

Now, we gonna have to find you a wife and a new job. That's right.

Come on in here, help me with this table.

QUEENIE: Benjamin.

You're wasting your time, baby. She's stone deaf.

Oh, and you'll be staying in what was Mrs. DeSeroux's old room.

You too big to be rooming with anybody else.

It's a funny thing about coming home.

Looks the same, smells the same, feels the same.

Did I ever tell you I've been struck by lightning seven times?

Once when I was sitting in my truck just minding my own business.

You realize what's changed is you.

And late one morning, not long after I'd been back...

Thank you.

[DOG BARKING]

Hey.

Oh.

Excuse me, is Queenie here?

Daisy?

It's me, Benjamin.

Benjamin?

Oh, my God.

Of course it's you. Benjamin.

How are you? It's been such a long time.

There's so much I want to know. When did you get back?

- Well, I got back a few weeks ago. - I spoke to Queenie.

She said you were in the war, somewhere at sea.

- We was so worried about you. - Oh, I'm okay.

Well, look at you.

You're so lovely.

You stopped writing.

"When I had left, she was a girl.

And a woman had taken her place.

She was the most beautiful woman I'd ever seen."

Beautiful.

"The most beautiful."

DAIS Y: Remember Grandma Fuller? - Sure I do.

She passed.

I heard that. I'm sorry.

I just can't believe we're both here. Must be fate.

No, no, what do they call it?

Kismet.

Do you know about Edgar Cayce, the psychic?

I don't believe l...

He says that everything is predetermined...

...but I like to think of it as fate.

I'm not sure how it works, but I'm glad it happened.

Have you been to Manhattan? It's right across the river from me.

Now, I can see the Empire State Building if I stand on my bed.

What about you? Where have you been? Tell me everything.

Last time you wrote, you said you'd been to Russia.

I've always wanted to go to Russia.

Is it as cold as they say?

Twice as cold.

My goodness.

We always said you were different.

But I think you really are.

You wrote that you met somebody.

Did it work out?

It ran its course.

Hey, do you remember this?

[LAUGHS]

"This is the picture of Old Man Kangaroo at 5 in the afternoon."

Would you like to have dinner?

DAIS Y: Did I tell you that I danced for Balanchine?

Oh, he's a famous choreographer. He said that I had perfect line.

You know, in a rehearsal once, a dancer fell.

And he just put it right into the production.

I mean, can you imagine that?

Like in classical ballet. You know, a dancer intentionally falling.

There's a whole new word for dance now. It's called abstract.

He's not the only one, though.

There's Lincoln Kirstein and Lucia Chase...

... and oh, my, there's Agnes de Mille.

She's torn up all those conventions, all that straight up and down stuff.

It's not about the formality of the dance, it's about what the dancer's feeling.

BENJAMIN: And she told me about this big new world.

Names that didn 't mean a thing to me.

I didn 't really hear very much of what she was saying.

DAIS Y: It's new and it's modern and it's American.

They understand our vigor and our physicality.

Oh, my God. I've just been talking and talking.

No, no, I've enjoyed listening.

I didn't know you smoked.

I'm old enough.

I'm old enough for a lot of things.

In New York, we stay up all night.

Watch the sun come up over the warehouses.

There's always something to do.

- I have to go back tomorrow. - Aw.

- So soon. - Wish I could stay.

Dancers don't need costumes or scenery anymore.

I can imagine dancing completely naked.

Have you read D. H. Lawrence?

- Well, l... - His books were banned.

The words are like making love.

In our company...

...we have to trust each other.

Sex...

...is a part of it.

You know, a lot of the dancers are lesbians.

There was one woman who wanted to sleep with me.

Does that upset you?

Which part?

Somebody wanting to sleep with me.

You're a desirable woman. I would think...

...most of them would wanna sleep with you.

Let's go back to the house.

Or we could get a room somewhere.

We could lay down your jacket.

I don't know, Daisy. It's not that I wouldn't like to or anything.

I think I'd just disappoint you.

Oh, Benjamin, I've been with older men.

You're going back to New York in the morning.

You should be with your friends.

- You're only young once. - Oh, I'm old enough.

Daisy, just... Not tonight is all.

We could go hear some music.

BENJAMIN: Our lives are defined by opportunities.

Even the ones we miss.

He looked so handsome...

...and so distinguished.

They're saying the hurricane's gonna miss us, blow on by.

- Oh, that's great. - I'll stay under the blankets with Mother.

She said nothing would...

Benjamin?

"Things were becoming different for me."

BENJAMIN: My hair had very little gray and grew like weeds.

My sense of smell was keener. My hearing, more acute.

I could walk further and faster.

While everybody else was aging, I was getting younger...

... all alone.

[KNOCKING ON DOOR]

Come in.

Benjamin.

- Do you remember me? - Well, sure I do, Mr. Button.

What happened to you?

Darn foot got infected, so...

Welcome home, my friend.

[CHATTERING]

BENJAMIN: I see you're still drinking your Sazerac with whiskey.

Creature of habit.

You still visiting the house out on Bourbon Street?

Not for a long time.

Interesting times, though.

We went from making 40,000 to nearly half a million buttons a day.

We employed 10 times the number of people.

We were operating around the clock.

Damn shame.

The war has been kind to the button industry.

You know...

...I'm sick.

I don't know how much longer I have.

I'm sorry to hear that, Mr. Button.

No, it...

I don't have any people. I keep to myself.

I hope you don't mind, but, whenever possible, I'd enjoy your company.

I'll certainly do what I can.

Benjamin, do you know anything about buttons?

Now, Button's Buttons has been in our family for 124 years.

My grandfather was a tailor. He had a small shop in Richmond.

After the Civil War, he moved to New Orleans...

...where my father had the wisdom to make our own buttons.

So with his help...

...the tailor shop grew to this.

And today, I can't sew a stitch.

That's very, very interesting.

You sure have done well for yourself.

So, what can I do for you, Mr. Button?

Benjamin...

...you're my son.

I'm so sorry I never told you before.

You were born the night the Great War ended.

Your mother died giving birth to you.

I thought you were a monster.

I promised your mother I'd make sure you were safe.

I should never have abandoned you.

My mother?

THOMAS: At the summer house on Lake Pontchartrain.

When I was a boy, I'd love to wake up before anyone else...

...run down to that lake and watch the day begin.

It was as if I was the only one alive.

I fell in love the first time I saw her.

Your mother's name was Caroline Murphy.

She worked in your grandfather's kitchen.

She was from Dublin.

In 1903, Caroline and all her brothers and sisters came to live here...

...in New Orleans.

I'd find excuses to go down to that kitchen...

...just so I could look at her.

April 25th, 1918. Happiest day of my life.

The day I married your mother.

Why didn't you just tell me?

I plan on leaving everything I have to you.

- I have to go. - Where?

Home.

QUEENIE: And what does he think, anyway?

He think he can just show up, everything supposed to be fine and dandy.

Everybody just supposed to be friends.

Well, he got another thing coming, that's for sure.

God be my witness, he got another thing coming.

He left us $ 18 that night you was found.

Eighteen ratty dollars and a filthy diaper...

Good night, Mama.

QUEENIE: Good night, baby.

Did I ever tell you I was struck by lightning seven times?

Once I was walking my dog down the road.

I'm blind in the one eye...

...can't hardly hear...

...get twitches and shakes out of nowhere...

...always losing my line of thought.

But you know what?

God keeps reminding me I'm lucky to be alive.

Storm's coming.

[THUNDER RUMBLING]

[KNOCKING ON DOOR]

May I help you, sir? Up the stairs, first bedroom.

BENJAMIN: Wake up.

Let's get you dressed.

DRIVER: Get up, sir.

Thank you.

BENJAMIN: You can be mad as a mad dog at the way things went.

You can swear and curse the Fates...

... but when it comes to the end...

... you have to let go.

[BELL TOLLING]

QUEENIE: Well, it sure is a beautiful service.

He'll be buried right next to your mother.

You're my mother.

[CHUCKLING]

My baby.

Now, I'd never seen New York.

[MAN SHOUTING INDISTINCTLY AND WHISTLE BLOWING]

[HORNS HONKING]

[ORCHESTRA PLAYING CLASSICAL MUSIC]

[APPLAUSE AND CHEERING]

[CHATTERING]

Excuse me, I'm a friend of Daisy's.

Right this way.

MAN: Daisy has company. Daisy.

- Daisy. DAIS Y: Yes?

We need the wardrobe.

DAIS Y: Is somebody looking for me?

- Benjamin. - Hi.

What are you doing here?

Thought I'd come visit.

Spend some time with you, if I could.

Oh, well, I wish you would've called.

You took me by surprise.

- You can just throw them out. - No.

Thank you, they're lovely.

I couldn't take my eyes off of you. I thought you were mesmerizing.

Thank you. That's very kind of you to say.

I better get changed. A group of us are going to a party. You wanna come?

Someone told me about a restaurant I thought you might enjoy.

I made a reservation, just in case.

Just all of the dancers go out after the show.

- Okay. - You're welcome to come with us.

I'll get changed. All right?

DAIS Y: She choreographs for Ballets Russes. She's divine.

You were breathtaking.

[CHATTERING AND MUSIC PLAYING OVER SPEAKERS]

MAN: Sweetie.

This is David. He dances with the company.

This is Benjamin.

- I told you about him. - Oh, yeah.

How you doing?

I'll go get you a drink.

All right. Thanks.

So you were a friend of her grandmother's?

Or something like that?

Something like that.

Hey, excuse me.

[CHATTERING]

Come on.

DAIS Y: Hey.

Now, I had no idea you were coming.

Lord, Benjamin.

What did you expect?

What, you want me just to drop everything?

Now, this is my life.

DAVID: Babe. You going downtown?

Come on.

You'll have a good time. There's lots of musicians, interesting people.

You don't have to do that. This is my fault.

I should've called.

I thought I'd come here and sweep you off your feet or something.

Daisy. Come on.

- Let's go. DAIS Y: Be right there.

BENJAMIN: Seems nice.

Do you love him?

I think so.

I'm happy for you.

Maybe I'll see you at home.

Okay.

I enjoyed the show.

[HORN HONKING]

He came to tell me...

...his father had died.

You couldn't have known.

I was 23. I just didn't care.

What did you do next?

Some photographs, I think...

...in front of my gray bag.

I was as good a dancer as I was ever gonna be.

For five years, I...

Oh, I danced everywhere.

London, Vienna, Prague.

I've never seen these.

Mom.

You never talked about your dancing.

Well, I was the only American to be invited to dance with the Bolshoi.

Sugar...

... it was glorious.

But Benjamin was never far from my thoughts.

And I'd find myself saying:

"Good night, Benjamin."

"Good night, Daisy."

He said that?

"Life wasn't all that complicated.

If you want, you might say I was looking for something."

Benjamin? Mrs. La Tourneau just passed.

MAN: A letter for Mr. Benjamin Button?

BENJAMIN: That'd be me.

Thank you.

[SPEAKING IN FRENCH]

Miss Daisy Fuller.

Just a minute. Please have a seat.

Sure.

[WOMAN SPEAKING IN FRENCH]

BENJAMIN: Sometimes we're on a collision course...

... and we just don 't know it.

Whether it's by accident or by design, there's not a thing we can do about it.

A woman in Paris was on her way to go shopping.

But she had forgotten her coat, went back to get it.

When she had gotten her coat, the phone had rung.

So she had stopped to answer it and talked for a couple of minutes.

While the woman was on the phone, Daisy was rehearsing...

... for a performance at the Paris Opera House.

And while she was rehearsing, the woman, off the phone now...

... had gone outside to get a taxi.

Now, a taxi driver had dropped off a fare earlier...

... and had stopped to get a cup of coffee.

And all the while, Daisy was rehearsing.

And this cab driver, who dropped off the earlier fare...

... and had stopped to get the cup of coffee...

... he picked up the lady who was going shopping...

... and had missed getting the earlier cab.

The taxi had to stop for a man crossing the street...

... who had left for work five minutes later than he normally did...

... because he forgot to set his alarm.

While that man, late for work, was crossing the street...

... Daisy had finished rehearsing and was taking a shower.

And while Daisy was showering...

... the taxi was waiting outside a boutique for the woman to pick up a package...

... which hadn 't been wrapped because the girl who was supposed to wrap it...

... had broken up with her boyfriend the night before and forgot.

When the package was wrapped, the woman, who was back in the cab...

... was blocked by a delivery truck.

All the while, Daisy was getting dressed.

The delivery truck pulled away and the taxi was able to move...

... while Daisy, the last to be dressed...

... waited for one of her friends who had broken a shoelace.

While the taxi was stopped, waiting for a traffic light...

... Daisy and her friend came out the back of the theater.

And if only one thing had happened differently...

... if that shoelace hadn 't broken...

... or that delivery truck had moved moments earlier...

... or that package had been wrapped and ready...

... because the girl hadn 't broken up with her boyfriend...

... or that man had set his alarm and got up five minutes earlier...

... or that taxi driver hadn 't stopped for a cup of coffee...

... or that woman had remembered her coat and got into an earlier cab...

... Daisy and her friend would have crossed the street...

... and the taxi would have driven by.

[WOMAN CONTINUES SPEAKING IN FRENCH]

But, life being what it is, a series of intersecting lives and incidents...

... out of anyone's control...

... that taxi did not go by...

... and that driver was momentarily distracted.

WOMAN: Daisy! BENJAMIN: And that taxi hit Daisy...

WOMAN: Daisy! Help!

[SHOUTING IN FRENCH]

... and her leg was crushed.

Daisy?

- Who told you? - Your friend wired me.

Very kind of you to come all this way to see that I was all right.

You'd do the same for me.

My God.

Look at you.

You're perfect.

I wish you hadn't come here.

[SPEAKING IN FRENCH]

I don't want you to see me like this.

Her leg had been broken in five places.

And with therapy and time, she might walk again.

But she'd never dance.

I'm gonna take you home with me.

- I wanna look after you. - I'm not going back to New Orleans.

Then I'll stay here in Paris.

Don't you understand? I don't want your help.

I know I'm feeling sorry for myself, but I don't want to be with you.

Tried to tell you that in New York. You don't listen.

You might change your mind.

We are not little children anymore, Benjamin.

Just stay out of my life.

[CHAIR CREAKS AND FOOTSTEPS]

DAIS Y: I was awfully cruel.

He didn't understand.

I couldn't have him see me like that.

"I didn't leave right away.

CAROLINE: I stayed in Paris for a while to look out for her. "

I never knew that.

Oh, darling, could you get the nurse?

I taught myself to walk again.

I took the train to Lourdes.

NURSE: Let's take a look.

That's normal. Pulse rate is slowing.

She is gonna struggle to breathe.

- Will you be all right? - Yeah.

All right, he says, "I went back home."

And then there's a lot of pages torn out.

"I listened to the sound of the house."

I think I read that already.

He spilt something on it, so it's hard to read, Mom.

Something about sailing. Does that make sense?

BENJAMIN: I learned to sail an old boat of my father's from the lake house.

I can 't lie.

I did enjoy the company of a woman or two.

Or maybe three.

I don't know why you bother, Sam. Just gonna be there again tomorrow.

Mama.

And in the spring of 1962...

... she came back.

You wanna know where I've been?

No.

How come you didn't write or nothing?

Just disappearing like that.

It was something I needed to do for myself.

Yeah, well, I never took you to be the selfish type.

I sure hope I'm not wrong.

I'm usually not wrong about people.

- Good night, Mama. - Good night, baby.

Y'all have fun.

You haven't said two words.

I don't wanna ruin it.

- Sleep with me? - Absolutely.

I asked her to come away with me.

We sailed into the Gulf along the Florida Keys.

[LAUGHING]

DAIS Y: I am so glad we didn't find one another when I was 26.

BENJAMIN: Why do you say that?

DAIS Y: I was so young.

And you were so old.

It happened when it was supposed to happen.

BENJAMIN: Hey, I will enjoy each and every moment I have with you.

[WIND HOWLING AND PEOPLE SHOUTING INDISTINCTLY]

DAIS Y: I bet I can stay out here longer than you.

BENJAMIN: I bet you can't.

DAIS Y: You have barely a line or a crease.

Every day I have more wrinkles.

It's not fair.

I love your wrinkles.

Both of them.

What's it like growing younger?

I can't really say.

I'm always looking out my own eyes.

[THUNDER CRASHING]

Will you still love me when my skin grows old and saggy?

Will you still love me when I have acne?

When I wet the bed?

When I'm afraid of what's under the stairs?

[WIND WHISTLING]

What?

[MURMURS INDISTINCTLY]

What are you thinking?

Well, I was thinking how nothing lasts.

And what a shame that is.

Some things last.

Good night, Daisy.

Good night, Benjamin.

Mom?

DAIS Y: Mm-hm.

When did you meet Dad?

Sometime after that.

Did you tell him about this Benjamin?

He knew enough, darling.

Mama?

Queenie?

WOMAN: Hello?

Oh, hi, Mrs. Carter, it's Benjamin. Where is everybody?

Oh, Benjamin. Queenie died.

I'm so sorry.

[PEOPLE SINGING "I'LL FLY AWAY"]

[SOBBING]

I'm gonna miss you, Queenie.

MAN: I'm so sorry for your loss. She was a great woman.

Our deepest condolences.

Thank you.

BENJAMIN: We buried her beside her beloved Mr. Weathers.

And so we might have memories of our own...

... we sold my father's house on Esplanade.

WOMAN: It is a wonderful old place, darling.

I think we are going to be so happy here.

Oh. What a long family history you have.

They come with the house.

MAN: Come on.

WOMAN: You have to see the master suite.

We bought ourselves a duplex.

DAIS Y: I loved that house.

It smelled like firewood.

Don't...

Don't stop, darling.

"It was one of the happiest times of my life."

BENJAMIN: We didn 't have a stick of furniture.

We would have picnics in the living room.

We ate when we felt like it.

Stayed up all night when we wanted.

We vowed never to fall into routine, to go to bed or wake up at the same time.

We lived on that mattress.

[SINGING "TWIST AND SHOUT"]

Our neighbor, a Mrs. Van Dam, was a physical therapist.

We lived four blocks from a public pool.

[CRYING]

BENJAMIN: You know, you might've got a few more years out of it...

...but you chose to do something so special and unique...

...that there was only a short window of time you could do it.

So even if nothing ever happened...

...well, you'd still be right here where you are now.

I just don't like getting old.

They put too much chlorine in here.

I promise you I'll never lose myself to self-pity again.

And I think right there and then...

... she realized none of us is perfect forever.

She found peace.

She opened a studio and taught young girls how to dance.

DAIS Y: And tendu.

Come back the other way. And spot, spot, spot.

Excellent.

GIRL: That was a good class.

- Good night, Miss Daisy. - Good night.

[GASPS]

You certainly are beautiful to watch.

Dancing's all about the line.

The line of your body.

Sooner or later, you lose that line, and you never get it back.

I figure you were born in 1918...

...forty-nine years ago.

I'm 43.

We are almost the same age.

We're meeting in the middle.

We finally caught up with each other.

Wait.

I wanna remember us just as we are now.

I'm pregnant.

You know, I swear the nurse slipped, and said it was a boy.

But I think it's a girl.

DAIS Y: I know you're afraid.

I'm not hiding it.

Okay.

- What's your worst fear? - Baby born like me.

Then I will love it all the more.

Okay.

How can I be a father when I'm heading in the other direction?

It's not fair to a child.

I don't wanna be anybody's burden.

Sugar, we all end up in diapers.

I am gonna make this work.

I want this and I want it with you.

I want you to have everything you want, all of it.

I'm just not sure how to reconcile this...

Would you tell a blind man he couldn't have children?

Here you go.

You'll be a father for as long as you can.

I know the consequences. I've accepted that.

Loving you is worth everything to me.

I have to go pee.

MAN [ON TV]: The oldest woman to ever swim the English Channel...

- ... arrived here today in Calais... BENJAMIN: Keep it.

... having made the swim in 34 hours, 22 minutes and 14 seconds.

The 68-year-old Elizabeth Abbott arrived at 5:38 Greenwich mean time...

... exhausted but happy.

Ms. Abbott, how would you sum up, in words, this achievement?

I suppose...

... anything's possible. Heh, heh, heh.

- All right? MAN: Yes.

- You ready? MAN: Thank you.

ELIZABETH: Thank you all.

- Yeah. - You're very kind.

BENJAMIN: In the spring, on a day like any other...

I'll be back in an hour.

[DAIS Y SCREAMS THEN THUDS]

Honey?

Gotta call an ambulance.

The baby's coming.

Operator, I need an ambulance.

DAIS Y: The baby's coming. - 2714 Napoleon.

[DAIS Y GROANING IN DISTANCE]

WOMAN: There you go. Keep breathing.

Deep breath. Push.

Gonna go again. Breathe.

There we go.

[BABY CRYING]

Everyone's fine. She's a perfectly healthy baby girl.

Honey?

BENJAMIN: She gave birth to a 5 pound, 4 ounce baby girl.

Did you count the toes?

[CHUCKLES]

She's perfect.

"And we named her for my mother, Caroline."

This Benjamin was my father?

And this is how you tell me?

Excuse me.

[THUNDER RUMBLING]

MAN [ON TV]: ... because all the ingredients are there for a major storm...

... possibly even up to a Category Five.

Hey. I know it's hard. You can't smoke in here.

Nobody can tell where it's gonna hit.

We have to go with the guidance we have, incorporate that information...

... and then pass it along to you.

"You grew as the doctor had promised: normal and healthy."

You're gonna have to find a real father for her.

What are you talking about?

She's gonna need someone to grow old with.

She'll learn to accept whatever happens. She loves you.

Honey, she needs a father, not a playmate.

DAIS Y: Is it me? - Of course not.

- Is my age beginning to bother you? - Of course not.

Is that what you're telling me?

You can't raise the both of us.

BENJAMIN: It was your first birthday.

We had a party for you.

House was filled with children.

- How are you? - Hey, man.

Before you turn around, they'll be in high school, dating.

I sold the summer house on Lake Pontchartrain.

I sold Button 's Buttons.

I sold my father's sailboat, put it all into a savings account.

And so that you and your mother might have a life...

... I left...

... before you could ever remember me.

[ENGINE REVVING]

CAROLINE: "I left with just the clothes on my back."

I don't wanna read this now.

Can you just tell me where he went?

Oh, I don't really know.

It's for me.

1970. I was 2.

"Happy Birthday.

I wish I could have kissed you good night."

They're all for me.

Five. "I wish I could have taken you to your first day of school."

Six.

"I wish I could have been there to teach you to play piano."

1981, 13.

"I wish I could have told you not to chase some boy.

I wish I could have held you when you had a broken heart.

I wish I could have been your father.

Nothing I ever did will replace that."

I guess he went to India.

"For what it's worth, it's never too late...

...or, in my case, too early..."

BENJAMIN: ... to be whoever you wanna be.

There's no time limit. Start whenever you want.

You can change or stay the same. There are no rules to this thing.

We can make the best or the worst of it. I hope you make the best of it.

I hope you see things that startle you.

I hope you feel things you never felt before.

I hope you meet people with a different point of view.

I hope you live a life you're proud of.

And if you find that you're not...

... I hope you have the strength to...

"...start all over again."

He had been gone a long time.

I'll see you next Thursday.

GIRL: Good night, Miss Daisy. DAIS Y: Oh, good night, sweetheart.

I'm sorry, we're closing.

Can I help you?

Are you here to pick somebody up?

Why did you come back?

CAROLINE: Mom?

Mom?

You ready yet?

Mom, what's wrong?

I was just hearing a very sad story about a mutual friend...

...who I hadn't seen for a very long time.

Caroline, this is Benjamin.

You knew him when you were just a baby.

- Hi. - Hi.

MAN: Hey.

Oh, I'm sorry, I thought you were done.

DAIS Y: Oh, this is a friend of my family's.

Benjamin Button, this is my husband, Robert.

How do you do?

A pleasure.

Well, it was very nice to meet you.

- We'll be in the car, darling. - All right.

Bye.

I'm just locking up.

She's beautiful.

Like her mother. Does she dance?

- Not very well. - I guess that'd be from my side of things.

She's a dear, sweet girl.

She seems a little lost.

But then, who isn't at 12?

A lot of her reminds me of you.

My husband, he's a widower. Or was a widower.

He's an incredibly kind, just bright, adventurous man.

He's been a terrific father.

Good.

You are so much younger.

Only on the outside.

You were right.

I couldn't have been raising both of you.

I'm not that strong.

So where are you staying?

What are you gonna do?

I'm staying at the Pontchartrain Hotel on the Avenue.

I don't know what I'm gonna do.

But...

[HORN HONKING]

They're waiting.

I remember that.

That was him?

WOMAN [ON TV]: Just look at the satellite picture.

The hurricane changed directions. It's going to make landfall.

Am I supposed to do something?

Arrangements are being made to move people.

No. No, we're staying.

NURSE: I'll let you know if anything changes.

"That night, while I was sitting and wondering why I came back at all...

...there was a knock at the door."

Come in.

Are you all right?

I'm sorry, I don't know what I'm doing here.

Nothing lasts.

I have never stopped loving you.

Oh, but, Benjamin, I'm an old woman now.

BENJAMIN: Some things you never forget.

[ON TV] Few people even know that you were in jail in the first place.

I'll tell you, I am sick about it too, because, please...

... if they're not gonna give you an award like "Man of the Year"...

... at least what they could do is stop having you listed as an ex-convict...

... which I think is, again, so unfair.

Good night, Benjamin.

Good night, Daisy.

BENJAMIN: And as I knew I would...

... I watched her go.

That's the last thing he wrote.

Sometime after your father had passed...

...there was a call.

[PHONE RINGS]

DAIS Y: Hello.

Yes, speaking.

I'm sorry, I don't understand.

Uh, it's the corner house.

[PEOPLE CHATTERING]

WOMAN: Come on in.

- I'm Daisy Fuller. - I'm David Hernandez with...

...the Orleans Parish Department of Child Welfare Services.

He was living in a condemned building.

The police found this with him.

This address. It's got your name in it a lot.

He's in very poor health. He was taken to the hospital.

He doesn't seem to know who or where he is. He's very confused.

I was telling Mr. Hernandez that Benjamin is one of us.

If he needs a place to stay, it's all right, he can stay here.

[PIANO PLAYING]

Benjamin?

Oh.

You play beautifully.

He doesn't like to be touched. He goes in and out of states of recognition.

Doctors say if they didn't know any better...

...he has the beginnings of dementia.

Do you remember me?

I'm Daisy.

I'm Benjamin.

It's nice to meet you, Benjamin.

Would you mind if I sit with you?

I would love to hear you play.

Do I know you?

BENJAMIN: I want some breakfast.

DAIS Y: And every day, I would stop by to make sure that he was comfortable.

WOMAN 1: You just ate. BENJAMIN: No, I didn't.

WOMAN 2: You just finished eating, Mr. Benjamin.

BENJAMIN: Don't think I don't know what you're doing.

You're all fucking liars.

He doesn't believe he just had his breakfast.

Now...

...why don't we see if we can't find something else for you to do, hm?

BENJAMIN: I have a feeling there's a lot of things I can't remember.

Well, like what, sugar?

It's like...

...there's this whole life I had...

...and I can't remember what it was.

It's okay.

It's okay to forget things.

DAIS Y: Many times, he would simply forget who or where he was.

He's up there on the roof.

It wasn 't easy.

Benjamin.

I can see everything. I can see the big river.

That's right, you can see everything.

I can see the graveyard where Mama's buried and all those other people.

I want you to come down.

What if I could fly?

I knew a man who could fly.

You come down and I'll tell you all about him.

Somebody go up there.

He was 5 when I moved in.

Nearly the same age I was when I had met him.

[CLOCK BEEPING]

DAIS Y: "This is the picture of Old Man Kangaroo at 5 in the afternoon...

...when he had got his beautiful hind legs."

The days passed...

... and I watched as he forgot how to walk and...

- ... how to talk. DAIS Y: What's my name?

I'm Daisy.

Can you say Daisy?

In 2002, they put up a new clock in that train station.

[CHATTERING]

And in the spring of 2003...

... he looked at me...

... and I knew that he knew who I was.

And then he closed his eyes as if...

... to go to sleep.

I wish I'd known him.

[THUNDER CRASHES]

Now you do.

[SIREN WAILING]

[WOMAN SPEAKING INDISTINCTLY OVER PA]

Mom, I think I should go see what's going on.

Good night, Benjamin.

[SIREN WAILS AND THUNDER CRASHES]

MAN [ON TV]: They're expecting flash flooding, having a levy break...

... and the current in the Ninth Ward.

BENJAMIN: Some people are born to sit by a river.

Some get struck by lightning.

Some have an ear for music.

Some are artists.

Some swim.

Some know buttons.

Some know Shakespeare.

Some are mothers.

And some people dance.

[SIREN WAILING IN DISTANCE]

[ENGLISH SDH]