...and I'll tell you what,
the storm system's still moving west.

What are you looking at, 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.

There, there, Miss Daisy.

You gonna scratch yourself to ribbons.

Do you want any more
medication, Mother?

Doctor said you could have
as much as you want.

No need for anybody to suffer.

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.

Oh, Caroline.

Are you afraid?

I'm curious.

What comes next?

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.

It's running backwards!

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.

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

Find my dark suitcase.

There's a diary.

This?

Could you read it to me?

Is this what you want to do?

I tried to read it
a hundred different times.

Mom, it's not exactly...

It's just the sound of your voice, darling.

Okay.

It's dated April 4th, 1985.

And 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.''

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.

Thank God it's over!

We won the war!

The Great War is over!

What are you doing here?

Thomas,

I'm afraid she's going to 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.

Thomas.

Promise me he has a place.

Yeah.

She gave her life for me.

And for that, I am forever grateful.

Mr. Button.

Thomas!

Thomas.

Thomas? Where are you going?

Hey! What are you doing there?

What do you have there?

-Come on, Queenie.
-Now, Mr. Weathers!

Come on, now, you know I ain't got
nothing but work to do around here.

-Come on. Just take some time.
-Stop all this foolishness.

The air is sweet.

You look very handsome tonight,
Miss Queenie.

Handsome as I've ever seen.

The brown matches your eyes.

Oh, hush!

Let's see here.
You ain't no slouch yourself.

Hambert's back in town.

He came home legless, but he's home.

I know you were sweet on him one time.

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.

-I'll be right there, Miss Jameson!
-Now, Queenie, now come on.

Okay, Queenie'll be right there.

It's awful nice out here.

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

You're so bad.

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

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.

It's for sure nobody wanted to keep it.
Come on, baby.

Queenie? Where are you, Queenie?

Hold your water! You go deal with it.

Okay. No, go, I'll be back.

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.

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're still a child of God.

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

Mercy.

I'll be right there!

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

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

-Somebody's been stealing my jewellery.
-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.

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 is 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.

-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're 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.

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.

Join the club.

He's smiling!

Hambert sends his
remembrances to you.

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.

It seemed I had found a home.

Is any of this true?

You have such a lovely voice.

Mom, it's an ancient streetcar token.

That clock just kept going,

year after year after year.

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.

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.

Queenie!

Hey, boy.

Always had a healthy curiosity.

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

Go get him!

Benjamin! That is dangerous.
Come back over here.

Stay put, child.

I loved her very much.

She was my mother.

Mama.

Mama.

Some days I feel different
than the day before.

Everybody feels different about
themselves, one way or another.

But we're 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're already here longer
than you're 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.

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,

well, she sang Wagner.

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?

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

Molasses.

Molasses.

Molasses.

I learned to read when I was five.

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.''

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

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

The actor my grandfather worked for
was John Wilkes Booth.

He killed Abraham Lincoln.

You never know what's coming for you.

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

Benjamin!

-Amen! Amen!
-Amen! Amen!

What can I do for you, sister?

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

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

so she can bear the fruit of the womb.

Out, damnable affliction!

-Praise God!
-Praise God!

Hallelujah!

-Hallelujah!
-Hallelujah!

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 seven.

Now, this is a man
with optimism in his heart.

-All right.
-Belief in his soul!

-Yes!
-Yes!

We are all children in the eyes of God!

-Yes!
-Hallelujah!

We are gonna get you out of that chair.

-And we're gonna have you walk.
-Amen.

It's all right.

in the name of God's glory...

Rise up!

Come on.

Come on. Walk.

Come on, son. Come on.

-Come on with it, son. Come on.
-Come on.

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...

-Hallelujah!
-...and divine inspiration alone!

-Yes.
-Hey, Ben!

-Go, son!
-Now walk.

-Yes.
-Come on.

Don't touch him.

Rise up, old man.

Rise up like Lazarus.

I said, rise up!

Hallelujah!

Yes.

Come on.

Say hallelujah.

-Hallelujah!
-Hallelujah!

Walk.

Walk on. Yes.

That's right, Benjamin.

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

But you know the saying, the Lord
giveth and the Lord taketh away.

Glory in the highest!

Sweet Jesus!

-No!
-No!

There were so many birthdays.

For he's a jolly good fellow
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.

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.

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

I've been married five times.

My fifth wife and l are captured
by a neighbor tribe of cannibals.

Oh, goodness gracious.

We escaped across the river.

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

Oh, my God.

My second wife steps on cobra
and dies.

It was very bad luck
to be married to me.

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

-The next summer I'm captured...
-He's a Pygmy.

...with three others
by the Baschiele tribe.

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

I hear you're not so old
as you're looking.

You just fooling everybody.

What's the matter?
Did you get Madjembe?

What's Madjembe?

Worms.

I don't think I have worms.

This is just how I am.

-Did you take your pills today?
-No, ma'am.

Come. Let's get a cold root beer.

I found the medication
under your pillow.

I'm not supposed to. It's dangerous.

Who said that? Come on, little man.

Hello, children.

Hold, please.

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

Three thousand people
show up my first day.

Look.

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.

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.

Filamena, Mr. Benjamin.

-It's a pleasure to meet you, sir.
-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.

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
here in the hospital.

Nurses'll be right here if you need them.
Are you okay?

-Yeah, I'm okay reading.
-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.''

It was Thanksgiving, 1930.

I met the person
who changed my life forever.

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.
-Grandma! Look at me!

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.

Health and food, for love and friends.
For everything thy goodness sends.

Amen.

-Amen!
-Amen!

Did you know turkeys aren't really birds?

Why do you say that?

They're 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,

'cause he didn't breathe right.

''in the afternoon, when he had got
his beautiful hind legs

''just as Big God Nqong had promised.

''You can see that it is 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's that?

It's me, Daisy.

Oh, hi!

'Kay, come on.

Where are we going?

Come on. Under here.

Here, you light it.

I'm not supposed to play with matches.

Don't be a chicken. Light it.

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

Okay.

I saw my mama kissing another man.

Her face was red from it.

Your turn.

I'm not as old as I look.

I thought so.

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 l?
-Okay.

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.

Yes, ma'am.

Not many people experience that.

Want me to go on?

That's what happens
with tall people sometimes.

Well, goodbye.

Spent a lot of time by myself that year.

Hello?

-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.

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.

It's not about how well you play.

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

Try this.

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.

Look at this eye.
This is a major hurricane,

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

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.
-Excuse me.

Sure.

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

...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 want to make $2
for a day's work 'round 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?

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 seven.

Get moving, then.

Come here.

Can you 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.

Wait a minute, now.

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

and you've never had a woman?

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

Never?

No.

Well, then, by Jesus,
you are coming with me.

What did your father do?

I never met my father.

You lucky bastard.

All fathers want to do is hold you down.

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

this little, fat bastard.

''Tug Irish,'' they called him.

Anyway, I finally work up the nerve
and tell him,

''I don't want to spend the rest of my life
on a goddamn tugboat.''

You know what I'm saying?

You don't want to 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 want to 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!

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.

Captain Mike?

We're ready for you and your friend.

Let's go, old timer, eh?
Break your cherry.

-Hello, my lovelies!
-Hey, Captain.

-Hi, Captain.
-Hi.

-Hi.
-Hi.

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

How are you tonight, grandpa?

It was a night to remember.

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

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.

It's nasty out.

Can I offer you a ride somewhere?

Well, 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 the both of us.

With whiskey, not brandy.

You don't drink, do you?

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

I've never been to a brothel, either.

Well, it's an experience.

It certainly is.
There's a time for everything.

-True enough.
-Your drinks.

I don't mean to be rude, but 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.

My wife passed away many years ago.

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.

I enjoyed talking to you.

I enjoyed drinking with you.

Benjamin?

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

Anytime. Good night, Mr. Button.

Good night, Benjamin.

Drive on.

Where have you been?

Nothing. I met some people
and listened to some music.

Oh, sweet Jesus, boy!

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.

Daisy. Daisy.

You want to see something?

You gotta keep it a secret,
so get dressed. I'll meet you out back.

Come on.

-Can you swim?
-I can do anything you can do.

Here, put this on. We gotta hurry.

Is he okay?

Captain?

Captain Mike?

Morning, Captain. Can you take us out?

Do you know what day it is?

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 want to show her the river.

You're not supposed to go joyriding
with civilians.

I could lose my license.

What are you waiting for?

Pulled in for repair a wounded duck.

She's flying now, huh?

Ahoy, sailor!

I wish we could go with them.

Did you say something, Mom?

It's getting really bad.

Can you hear me, Mom?

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.

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 want to go with me
to the drugstore?

She taught me how to play the piano.

-Amen.
-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 1 7th year of my life,

I packed my bag, said goodbye.

-Bye, Benjamin.
-Goodbye.

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

Bye, Mr. Benjamin.

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

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

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

Be safe, hear?

Benjamin!

-Where you going?
-To sea.

I'll send you a postcard.

From everywhere.

Write me a postcard from everywhere.

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.

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.

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.

I wrote him constantly.

I told him I had been invited to
audition in New York City

for the School of American Ballet.

Please stay.

Thank you. Thank you.

You can stay.

But I was relegated to the corps.

Another dancing gypsy.

Benjamin!

How is it when you showed up

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

but 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.

We stayed in a small hotel
with a grand name, The Winter Palace.

You have no idea
what you're talking about.

The hummingbird
is not just another bird.

Its heart rate's 1 ,200 beats per minute.

Its wings beat 80 times a second.

lf you was to stop their wings
from beating,

it would be dead
in less than 10 seconds.

This is no ordinary bird.

This is a frickin' 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?

infinity.

infinity!

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.

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?

lf 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.
-Oh, yes.

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 better to let it steep a little.

Steep?

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.

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 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 1 4 months.

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

but 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.

I'm just a lush, myself.

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 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?

That was over 60 years ago.

Did you love him, Mother?

What does a girl know about love?

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,

'cause they're really
completely ordinary,

but the caviar and the vodka

are sublime and plentiful.

So.

Savor it.

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.

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 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.

That's it! Steady on!

When I couldn't go any further,

I stopped.

I just stopped.

And everybody asked me,
would I try again?

For why wouldn't l?

But I never did.

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

Your hands are so coarse.

I can feel the wind in your cheek.

I'm afraid it's the witching hour.

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

It's something you never forget.

I think you make me feel younger.

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.

lf 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.

Oh, you! 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.

Come here.

Elizabeth.

Good night.

Until one night.

Yesterday, December 7th, 1941,

a date which will live in infamy...

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 want to 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.

Well, 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.

lf 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.

There is no other country in the world.

When you spell America...

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

His family had been Americans
for over 500 years.

These pacifists.
They say they won't fight on conscience.

Now, where would be
if everybody decided to act

-according to their conscience?
-Keep it down, would you, Chief?

Hey. I've been watching you.

You seem trustworthy.

lf 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.

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

All hands on deck!

The war had finally found us.

All stop!

Pleasant, man that light.

A transport carrying 1,300 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!

We sure as hell
can't outrun them fuckers.

Battle stations!

Thank you, Chief.

What?

Is that the last one?

Captain!

They shot the hell out of my painting!

Give me your other 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.

I'm ready! I'm ready!

I'm coming!

-I'm ready!
-All right, I'm coming, Miss Alfalina.

-Queenie?
-Yes?

Sweet Jesus! Oh, you're home!
Oh, Lord, you came back!

-Let me look at you.
-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, child.

Get on out there and finish sweeping.

Come here, wash your hands,
help me with the table. Go on, now.

Turn around.
You look like you've 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,

'cause I've been on them every night
asking the Lord,

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

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 want to hear.
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.

They all just about new.

Guess they're waiting their turn
like everybody else, huh?

I'm so glad you're back home with me!

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

Come on in here,
help me with this table.

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're 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.

Hey.

-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 were so, 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.''

-You remember Grandma Fuller?
-Why, 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?

''This is the picture
of Old Man Kangaroo

''at 5:00 in the afternoon.''

Would you like to have dinner?

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...
He just put it right into the production.

I mean, can you imagine that?
Like in a... in a classical ballet?

You know, a dancer,
intentionally falling.

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

No, he's not the only one, though.

There's Lincoln Kirstein
and Lucia Chase, and oh, my...

Oh, there's Agnes de Mille.

She's just torn up all those conventions,

you know,
all that straight-up-and-down stuff.

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

As 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.

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.

-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...
-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 want to 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'll 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.

Our lives are defined by opportunities.

Even the ones we miss.

You look so handsome
and so distinguished.

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

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

She says nothing... Benjamin?

''Things were becoming different...''

...for me.

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.

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.

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

Creature of habit.

You still visiting the house
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...

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,
and 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?

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's 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.

And what does he think, anyway?

He thinks he can just show up

and everything's
supposed to be fine and dandy.

Everybody's 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.

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.

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

Thank you.

Wake up.

Let's get you dressed.

Now that's something.

Thank you.

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.

Well, it sure is a beautiful service.

He'll be buried
right next to your mother.

You're my mother.

My baby.

Now, I'd never seen New York.

-Excuse me, I'm a friend of Daisy's.
-Right this way.

-Daisy has company. Daisy! Daisy!
-Yes!

-We need the wardrobe.
-Is somebody looking for me?

-Benjamin.
-Hi.

-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.

-Would you want to come?
-Someone told me about a restaurant

I thought you might enjoy.

I made a reservation, just in case.

Just, all the dancers go out
after the show. You're...

You're welcome to come with us.
I'll get changed. All right?

She choreographs
for the Ballets Russes.

She's divine.

You were breathtaking.

Sweetie.

This is David.
He dances with the company.

-This is Benjamin.
-Who?

-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.

Come on.

Hey!

Now, I had no idea you were coming.

Lord, Benjamin.

What did you expect?
What, you want me to drop everything?

Now, this is my life.

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.
-Be right there.

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!

He came to tell me his father had died.

-You couldn't have known.
-I was 23. l... I just didn't care.

What did you do next?

Some photographs, I think,
in the front of my bag.

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

For five years, l...

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.

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

Benjamin?
Mrs. La Tourneau just passed.

-Letter for Mr. Benjamin Button?
-That'd be me.

Thank you.

Miss Daisy Fuller.

-Just a minute. Please have a seat.
-Sure.

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 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 yet,

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.

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.

Daisy!

And that taxi hit Daisy.

Daisy! Help!

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.
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 want to 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.

I was awfully cruel.

He didn't understand.
I couldn't have him see me like that.

''I didn't leave right away.

"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.

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 read that already.

He...

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

Something about sailing,
does that make sense?

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.

Don't know why you bother, Sam,
just gonna be there again tomorrow.

Mama.

And in the spring of 1962,

she came back.

-You want to 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 want to ruin it.

-Sleep with me?
-Absolutely.

I asked her to come away with me.

We sailed into the Gulf
along the Florida Keys.

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

-Why do you say that?
-I was so young.

And you were so old.

It happened
when it was supposed to happen.

I will enjoy each and every moment
I have with you.

I bet I can stay out here longer than you.

I bet you can't.

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.

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?

What?

-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?

-When did you meet Dad?
-Some time after that.

-Did you tell him about this Benjamin?
-He knew enough, darling.

Mama?

Queenie?

Hello?

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

Oh, Benjamin. Queenie died.
I'm so sorry.

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

Our deepest condolences.

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.

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.

-Come on.
-You have to see the master suite.

We bought ourselves a duplex.

I loved that house.

It smelled like firewood.

Don't... Don't stop, darling.

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

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.

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

We lived four blocks from a public pool.

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,

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.

And tendu.

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

-Good night, Miss Daisy.
-Good night.

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,
49 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 want to 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.

-I know you're afraid.
-I'm not hiding it.

Okay.

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

-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 want to 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.

The oldest woman
to ever swim the English Channel

arrived here today in Calais...

-Keep it.
-...having made the swim in 34 hours,

22 minutes and 1 4 seconds.

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

exhausted but happy.

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

I suppose...

Anything's possible.

-All right?
-Yes. Thank you.

-You ready?
-Thank you very much.

Thank you. Thank you all.

-Yeah.
-You're very kind.

in the spring, on a day like any other...

I'll be back in an hour!

Honey?

Go and call an ambulance!

The baby's coming.

Operator, I need an ambulance.

-The baby's coming!
-27 1 4 Napoleon.

There you go. Keep breathing.

Deep breaths. Push.

There we go.

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

Honey?

She gave birth to a five pound,
four ounce baby girl.

Did you count the toes?

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.

...because all the ingredients are there
for a major storm,

possibly even up to a Category 5.

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

Nobody can tell you exactly
where it's gonna hit,

but we have to go with the guidance
that 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.

-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.

It was your first birthday.
We had a party for you.

The 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.

''I left with just the clothes on my back.''

I don't want to read this now.
Can you just tell me where he went?

I don't really know.

It's for me. 1970. I was two.
''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...''
-...or, in my case, too early,

to be whoever you want to 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.

And 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.
-''...start all over again.''

He had been gone a long time.

I'll see you next Thursday.

-Good night, Miss Daisy.
-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?

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.

Hey.

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

Wow.

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...
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...

They're waiting.

I remember that. That was him?

The hurricane has changed directions.

It's going to make landfall
sometime soon.

-Am I supposed to do something?
-Arrangements are being made

to move people, but it's up to you.

No. No, we're... We're staying.

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.

Some things you never forget.

...so few people even know

that you were ever 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.

And as I knew I would,
I watched her go.

That's the last thing he wrote.

Sometime after your father passed,

there was a call.

Hello.

Yes, speaking.

I'm sorry, I don't understand.

It's the corner house.

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.

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

Benjamin?

You play beautifully.

He doesn't seem to like to be touched.

He goes in and out
of states of recognition.