Original subtitles

[gentle music] [logo chiming]

[tense foreboding music]

[tense foreboding music continues]

[tense foreboding music continues]

[tense foreboding music continues]

[camera whirring] [shutter clicking]

[ominous music]

[gun clicking]

[ominous music]

[bullet clanking]

[glasses clattering]

[wind gusting]

[bullet clanking] [gun blasting]

[Teddy screaming]

[suspenseful music]

- [Leonard] So where are you?

You're in some motel room.

You just, you just wake up,

and you're in, in a motel room.

There's the key.

It feels like maybe it's just the first time

you've been there, but perhaps

you've been there for a week, three months.

It's, it's kind of hard to say, I don't, I don't know.

It's just an anonymous room.

- [Sportscaster] Stop Gonzalez,

who snaked it behind the runner-

- This guy. - But Ferguson was able to-

- [Burt] He's here already.

[Teddy knocking on glass]

- Lenny!

- It's Leonard.

[TV continues in background]

Like I told you before.

- Did you?

I must've forgot.

- I guess I've already told you about my condition.

- Oh, well, only every time I see you.

- My car. - This is your car.

- Oh, you're in a playful mood.

It's not good for you to make fun

of someone's handicap. [car alarm beeps]

- Just trying to have a little fun.

[car door thudding]

[car engine rumbling]

- Roll up your window.

- Hmm?

[glass clinking] [radio chattering]

- Republican rhetoric about taxes-

- It's broken.

- I can get that fixed for you.

So where to, Sherlock?

- I got a lead on a place.

- Oh, what the hell you wanna go there for?

- You know it?

- Yeah, it's just this fucked up building.

Why do you wanna go there?

- Don't remember.

[dramatic music]

- [Leonard] Looks like somebody's home.

- [Teddy] Ah, that thing's been here for years.

[car door thudding]

[car alarm beeping] - What are you talking about?

These tracks are only a few days old.

- Tracks?

What are you, Pocahontas?

Come on!

[bullet clattering]

[car door thudding] - Let's take a look inside.

[plastic crinkling]

[footsteps shuffling]

"Teddy.

"Don't believe his lies.

"He is the one.

"Kill him."

I finally found him.

How long have I been looking?

- Find anything?

Didn't think so.

Let's go, huh?

Oh, fuck this.

[gun thumping] [body thudding]

- You're gonna pay for what you did.

- Ugh- - You beg forgiveness

and then you pay.

- Leonard!

[Teddy groaning]

You don't have a clue, you freak.

- Beg my wife's forgiveness

before I blow your brains out.

- Leonard, you don't know what's going on.

You don't even know my name.

- Teddy.

- That's 'cause you read it off a fuckin' picture.

You don't know who you are.

- I'm Leonard Shelby.

I'm from San Francisco.

- That's who you were.

That's not what you've become.

- Shut your mouth.

- You wanna know, Lenny?

Come on.

Come on, let's go down to the basement.

Let's go down, you and me, together.

Then you'll know who you really are.

[ominous music]

No! [gun blasting]

- [Leonard] It's just an anonymous room.

There's nothing in the drawers,

but you look anyway.

Nothing except the Gideon Bible,

which, which I, of course, read religiously.

[Leonard laughs] Hmm.

You know, you know who you are,

and you know kind of all about yourself.

But just for day-to-day stuff,

notes are really, uh, useful.

Sammy Jankis had the same problem,

but he, he really had no system.

He wrote himself a ridiculous amount of notes,

but he'd get them all mixed up.

You really do need a system if,

if you're gonna make it work.

[pen scratching]

[gun cartridge clicking]

[ominous music]

[door thudding]

[tense foreboding music]

[sportscaster chattering on TV]

[bell chiming]

Hi.

- Hi.

- I'm Mr. Shelby from 304.

- Right, what can I do for you, Leonard?

- Um- - Burt.

- Burt, I'm not sure.

I think I may have asked you to hold my calls.

- You don't know?

- Well, I think I may have.

I'm not good on the phone.

- Right, you said you like to look people in the eye

when you talk to 'em. - Yeah, yeah.

- You don't remember saying that?

- Well, that's the thing.

I have this condition.

- A condition?

- It's my memory. - Amnesia?

- No, no, no, no, it's different from that.

I have no short-term memory.

I know who I am, I know all about myself.

I just, since my injury, I can't make new memories.

Everything fades.

If we talk for too long,

I'll forget how we started.

The next time I see you,

I'm not gonna remember this conversation.

I don't even know if I've met you before.

So if I seem a little strange, or rude, or something, uh,

I've told you this before, haven't I?

- Yeah, I mean, I don't mean to mess with you,

but [laughs] it's so weird.

You don't remember me at all?

- No.

- We've talked a bunch of times.

- I'm sure we have, yeah.

- Well, what's the last thing you remember?

- My wife.

- [Burt] Well, what's it like?

[dramatic music]

- It's like waking.

It's like you just woke up.

- That must suck.

It's all backwards, I mean,

like maybe you get an idea about what you wanna do next,

but you don't remember what you just did.

I mean, I'm exactly the opposite, I-

- How long have I been staying here?

- [Burt] Couple of days.

- And you're holding my calls?

- [Burt] Like you said.

- Okay, but this guy's an exception.

You know this guy?

- Yeah, it's your friend, right?

- What makes you think he's my friend?

- [Burt] I just saw you together, that's all.

- He's not my friend.

- Okay.

- If he calls, or if he shows up here,

you give me a call in my room, okay?

- What, his name's Teddy?

- Teddy, yeah. - All right.

- Look, I hope my condition's

not gonna be a problem for you.

- No, not as long as you remember to pay the bill.

[Leonard laughs] - Yeah, okay.

- 40.

- 40.

[sportscaster chattering on TV]

- This guy.

He's here already.

[Teddy knocking on glass]

- Lenny!

- You really need a system if you're gonna make it work.

You kind of learn to trust your own handwriting.

That becomes an important part of your life.

You write yourself notes,

and where you put your notes,

that also becomes really important.

You need like a jacket that's got like six pockets in it,

particular pockets for particular things.

You just kind of learn to know where things go

and how the system works.

And you have to be wary of other people

writing stuff for you that is not gonna make sense,

or is gonna lead you astray.

I mean, uh, I don't know, I guess people try

and take advantage of somebody with this condition.

If you have a piece of information

which is vital,

writing on your body instead of on a piece of paper

can be the answer.

It's just a permanent way of keeping a note.

[telephone ringing]

Who is this?

[water running]

"Remember Sammy Jankis."

[door creaking]

[people chattering]

- Excuse me, sir, you left these at your table.

- Thanks.

Uh, Lincoln Street?

- Oh, yeah, just go straight out on Sixth Street.

Go east all the way through- - Hold on,

I'm just gonna write this down.

- No, it's easy, just go straight out-

- Trust me, I need to write this down.

[car engine humming]

"The Discount Inn."

[tense brooding music]

[door creaking]

[door thudding]

[keys clanking]

Discount Inn.

Natalie.

My car.

Teddy.

[papers rustling]

[ominous music]

"John Edward Gammell."

This guy told me his name was Teddy.

"Don't believe his lies."

Huh.

[telephone clattering]

[buttons clicking] [telephone beeping]

[telephone ringing]

- [Teddy] Yeah?

- [Leonard] Mr. Gammell?

- [Teddy] Lenny, is that you?

- John Gammell?

- [Teddy] Lenny, it's Teddy, stay there.

I'll be right over.

- Okay, I'll be waiting.

[telephone thudding]

[ominous music]

[dramatic music]

[papers rustling]

[dramatic music]

"White male.

"First name John.

"Last name G," for Gammell.

[ominous music]

"Drugs, license plate.

"SG13

"7IU."

[ominous music]

It's him.

[dramatic music]

I found you, you fuck.

[dramatic music]

[pen scratching]

[dramatic music]

[tense brooding music]

[pen scratching]

[tense brooding music]

[gun cartridge clicking]

You said we talked before?

I don't remember that.

Yeah, but it's not amnesia.

I remember everything up until my injury.

I just can't make new memories.

So I can't remember talking to you.

What did we talk about?

Oh, Sammy Jankis.

I guess I tell people about Sammy to help them understand.

Sammy's story helps me understand my own situation.

Sammy wrote himself endless amounts of notes,

but he got mixed up.

I have a more graceful solution to the memory problem.

I'm disciplined and organized.

I use habit and routine to make my life possible.

Sammy had no drive, no reason to make it work.

Me?

Yeah, I got a reason.

[car door thudding] [car alarm beeping]

"Today, 1:00 p.m., meet Natalie for info.

"She has also lost someone.

"She will help you out of pity."

[people chattering]

Natalie? - You don't remember me.

- I'm sorry, I should've explained.

I have this- - You did explain, Lenny.

- Please call me Leonard.

My wife called me Lenny.

- Yeah, I know, you told me.

- Well, then I probably told you how much I hated it.

- Yeah.

- Do you mind taking your glasses off?

It's hard for me to...

Thanks.

So you have information for me?

- Is that what your little note says?

- Yeah.

- Must be tough living your life

according to a couple of scraps of paper.

You mix your laundry list with your grocery list,

and you'll end up eating your underwear for breakfast.

I guess that's why you have those freaky tattoos.

- Yeah, it's tough.

It's almost impossible.

Look, I'm sorry I don't remember you.

It's nothing personal.

- I do have information for you.

You gave me a license plate number.

Had my friend at DMV trace it.

Guess what name came up?

John Edward Gammell, John G.

- Do you know him?

- No.

But his face on his driver's license

looked really familiar.

I think he, think he's been in the bar, maybe.

Here's a copy of his license, his registration,

photo and all.

Are you sure you want this?

- Have I told you what this man did?

- [Natalie] Yeah.

- Well, then you shouldn't have to ask.

- But even if you get revenge, you're not gonna remember it.

You're not even gonna know that it happened.

- My wife deserves vengeance.

Doesn't make any difference whether I know about it.

Just because there are things I don't remember

doesn't make my actions meaningless.

The world doesn't just disappear

when you close your eyes, does it?

Anyway, maybe I'll take a photograph to remind myself,

get another freaky tattoo.

- [Natalie] Tell me about her again.

- Why?

- Because you like to remember her.

- She was beautiful.

To me, she was perfect.

- No, don't just recite the words.

Close your eyes, and remember her.

- You can just feel the details,

the bits and pieces you never bothered to put into words.

And you can feel these extreme moments,

even if you don't want to.

You put these together,

and you get the feel of a person.

Enough to know how much you miss them,

and how much you hate the person who took them away.

- I, um, I added an address in here.

It might be useful.

It's an abandoned place outside of town.

Um, a guy I knew used to do bigger deals there.

It's isolated.

- Sounds perfect.

[people chattering]

Do I owe you any-

- I wasn't helping you for money.

- I'm sorry.

- It's okay.

See, you have this condition.

[Natalie laughs] [Leonard laughs]

Oh, are you still staying at the Discount Inn, room 3047?

You left it at my place. [keys clinking]

- Yeah. [Leonard laughs]

- They treating you okay?

- I don't remember.

[Natalie laughs]

- You know what we have in common?

We are both survivors.

You take care, Leonard.

[people chattering]

[water running] [light music]

- "Remember Sammy Jankis."

I met Sammy through work.

Insurance, I was an investigator.

I'd investigate the claims to see which ones were phony.

I had to see through people's bullshit.

It was useful experience,

'cause now it's my life.

When I meet someone, I don't know if I've met them before.

I have to look in their eyes and try and figure them out.

My job taught me the best way to find out

what someone knew was just let 'em talk,

and watch the eyes and the body language.

If someone scratches their nose while they're talking,

experts will tell you it means they're lying.

It really means they're nervous.

People get nervous for all sorts of reasons.

It's all about context.

Yeah, I was good.

Sammy was my first real challenge.

[car engine rumbling]

- Yo, Lenny!

I thought you split for good!

- Well, things change.

- So I see.

My name's Teddy.

- I guess I've told you about my condition.

- Only every time I see you. [Leonard laughs]

Come on, I'll buy you lunch.

[newscaster chattering on radio]

- Have I told you about Sammy Jankis?

- Mmm, yeah.

I'm sick of hearing about the guy.

What about John G?

You think he's still here?

- Who? - Johnny G,

the guy you're looking for.

I mean, that's why you haven't left town, am I right?

- Maybe.

- Leonard, look.

You have to be very careful. - Why?

- The other day you mentioned that maybe

somebody was trying to set you up,

get you to kill the wrong guy.

- Oh, well, I go on facts, not recommendations,

but thank you.

- Lenny, you can't trust a man's life

to your little notes and pictures.

- Why not? - Because your notes

could be unreliable.

- Memory's unreliable.

- Oh, please! - No, no, no, no, really.

Memory's not perfect.

It's not even that good.

Ask the police.

Eyewitness testimony is unreliable.

- That's- - The cops don't catch

a killer by sitting around remembering stuff-

- Right- - They collect facts-

- That's not what I'm saying- - They make notes,

and they draw conclusions.

Facts, not memories.

That's how you investigate.

I know, it's what I used to do.

Look, memory can change the shape of a room.

It can change the color of a car.

And memories can be distorted.

They're just an interpretation.

They're not a record.

And they're irrelevant if you have the facts.

- You really wanna get this guy, don't you?

- He killed my wife.

He took away my fuckin' memory.

He destroyed my ability to live.

- You're living.

- Only for revenge.

- Well, then we'll get the bastard.

Where you staying?

- The Discount Inn.

I don't know what room, I haven't got my key.

- Probably left it in your room.

[Teddy laughs]

[tense foreboding music]

[bell ringing]

- Hi, I'm checked in here,

but I think I've misplaced my key.

- How you doing, Leonard?

Probably in the room, right?

[door creaking]

[Burt sighing]

- Don't see my key anywhere.

- Oh, shit, this is the wrong room.

You're in 304 now.

I'm sorry, I fucked up.

- This is not my room? - No, come on, let's go.

- Then why is this my handwriting?

- This was your room, but now you're in 304.

- When was I in here?

- Last week.

But then I rented you another room on top of it.

- Why? - Business is slow.

I mean, I told my boss about, uh, your condition and stuff,

and he said, "Try and rent him another room."

- So how many rooms am I checked into in this shit-hole?

- Just two, so far.

- Well, at least you're being honest

about ripping me off.

- Well, you're not gonna remember, anyway.

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

- Leonard, always get a receipt.

- Oh, yeah, I'm gonna write that down.

Hey, what time is it?

- Quarter to 1:00.

Your,

your room's...

[car engine humming]

- Natalie? - You don't remember me.

- I'd just become an investigator

when I came across Sammy.

Mr. Samuel R. Jankis, strangest case ever.

You know, the guy's a 58-year-old semi-retired accountant.

He and his wife had been in this car accident,

nothing too serious, but he's acting funny.

He can't get a handle on what's going on.

The doctors find some possible damage to the hippocampus,

nothing conclusive. - Try and keep your chin-

- [Leonard] But Sammy can't remember anything

for more than a couple of minutes.

Can't work, can't do shit.

The medical bills pile up.

His wife calls the insurance company, and I get sent in.

Now, this is my first big claims investigation,

so I really check into it. - Can I get you some coffee-

- [Leonard] Sammy can think just fine,

but he can't make any new memories.

He could only remember things for a couple of minutes.

- This is Mr. Shelby. - He'd watch TV,

but anything longer than a couple of minutes

was too confusing.

He couldn't remember how it began.

He liked commercials.

They were short.

- Sammy, it's time for my shot.

- [Leonard] The crazy part was that this guy,

who couldn't even follow the plot of "Green Acres" anymore,

could do the most complicated things,

as long as he learned them before the accident,

and as long as he kept his mind on what he was doing.

- Be gentle. - I will.

- [Leonard] Now, the doctors assure me

that there's a real condition

called anterograde memory loss,

or short-term memory loss.

It's rare, but legit.

[Leonard tapping on window]

But every time I see him,

I catch this look,

this slight look of recognition.

But he says he can't remember me at all.

- Sammy, it's okay, I got it.

I got it.

Hi, Mr. Shelby. - Hi, Mrs. Jankis.

- Thank you for coming- - Now, I can read people,

and I'm thinking, "Bad actor."

So now I'm suspicious, and I order more tests.

Awake.

Oh, where am 1?

[birds chirping]

Somebody's bedroom.

Oh, it must be her room.

But who is she?

[Natalie moaning softly]

It's only me.

[dramatic music]

- Did you sleep okay?

- Yeah, you?

- Oh, shit, shit, I gotta be someplace.

[dramatic music]

It's pretty weird.

- It's useful.

You never write a phone number on your hand?

- I, um, I should be able to talk to my friend today

about the license plate.

- Yeah, the license plate.

- John G's license plate.

You have it tattooed on your thigh.

[water running]

- "Natalie.

"She has also lost someone.

"She will help you out of pity."

- Mmm, if it's registered in the state,

it should only take a couple seconds

to pull up his license and registration.

I'll call you as soon as I talk to him.

- Do you think we could just arrange a meeting now?

I'm not too good on the phone.

You know, it's great that you,

well, that you're helping me like this.

- I'm helping you because you helped me.

So next time you see me, will you remember me?

[dramatic music]

I think you will.

[dramatic music]

- I'm sorry.

[dramatic music]

- Lenny, before you go, could I have my shirt back, please?

[door thudding]

[car engine rumbling]

- Yo, Lenny!

I thought you split for good!

- Sammy couldn't pick up any new skills at all.

But I find something in my research, conditioning.

Sammy should still be able to learn through repetition.

It's how you learn stuff like riding a bike.

You just get better through practice.

It's a completely different part of the brain

from the short-term memory.

So I had the doctors test Sammy's response to conditioning.

- Just pick up any three objects.

- That's a test?

Hey, where were you guys when I did my CPA?

Sorry.

[block thudding] Ta-da.

[object buzzi zzin Ow! ♪

What the fuck?

- It's a test, Sammy.

- Well, test this, you fuckin' quack.

- Some of the objects were electrified.

They'd give him a small shock.

They kept repeating the test

always with the same objects electrified.

The point was to see if Sammy could learn

to avoid the electrified objects

not by memory, but by instinct.

[tense suspenseful music]

[car alarm beeping]

[tense suspenseful music]

[Leonard knocking on door]

Natalie, right?

Who the fuck is Dodd?

[tense suspenseful music]

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

- What the fuck have you got me into?

- Shh, come inside.

[door thudding] - Who is he?

- Calm down, okay?

This is my problem.

You offered to help.

It has nothing to do with your investigation.

- How did you get me into this?

- You offered to help when you saw what he did to my face.

- How do I know he did that to your face?

- Because I came straight to you after he did it,

I showed you what he did, and I asked you to help me.

- Oh, and I just take your word?

- [Natalie] Yeah.

- Something doesn't feel right.

I think someone's fucking with me,

trying to get me to kill the wrong guy.

- Did you?

- What? - Kill him?

- Of course not!

- Hey, what, sit down, okay?

Sit.

This has nothing to do with you.

You helped me out, and I'm grateful.

- You have to burn them.

[photo crinkling]

- Leonard, you decided to help me.

Trust yourself, trust your own judgment.

You can question everything.

You can never know anything for sure.

- There are things you know for sure.

- Such as?

- I know what that's gonna sound like when I knock on it.

[fist rapping]

I know what that's gonna feel like when I pick it up.

See?

Certainties.

It's the kind of memory you take for granted.

You know, I can remember so much,

the feel of the world,

and her.

[Leonard sighing]

She's gone.

And the present is trivia,

which I scribble down as fuckin' notes!

- Hey, come on, try and relax.

Come on.

- It's not easy for me to relax, you know?

- Shh, come on, take your jacket off.

Now, come on.

Hey.

Didn't think you were the type.

[gentle music]

It's backwards.

Come here.

Come here.

[gentle music]

What about here?

- Maybe it's for when I find him.

- I've lost somebody, too.

- I'm sorry.

- His name was Jimmy.

- [Leonard] What happened to him?

- He went to meet somebody.

He never came back.

- Who'd he go to meet?

- A guy called Teddy.

- What do the police think?

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

When you find this guy, this John G,

what are you gonna do?

- I'm gonna kill him.

- Maybe I can help you find him.

[dramatic music]

- I don't even know how long she's been gone.

It's like I've woken up in bed,

and she's not here,

because she's gone to the bathroom, or something.

[dramatic music]

But somehow I just,

I just know she's never gonna come back to bed.

[dramatic music]

If I could just reach over,

and touch her side of the bed,

I would know that it was cold.

But I can't.

[dramatic music]

I know I can't have her back.

But I don't wanna wake up in the morning

thinking she's still here.

I lie here not knowing how long I've been alone.

[dramatic music]

So how,

how can I heal?

[dramatic music]

How am I supposed to heal if I can't feel time?

[dramatic music]

[dramatic music continues]

[dramatic music continues]

"She has also lost someone.

"She will help you out of pity."

[dramatic music]

[tense foreboding music]

They kept testing Sammy for months,

always with the same objects carrying the electrical charge.

- Ow! What the fuck?

- It's a test, Sammy.

- Test this, you fuckin' quack!

- Even with total short-term memory loss,

Sammy should've learned to instinctively stop

picking up the wrong objects.

All the previous cases responded to conditioning.

Sammy didn't respond at all.

It was enough to suggest that his condition

was psychological, not physical.

We turned down his claim,

on the grounds that he wasn't covered for mental illness.

His wife got stuck with the bills,

and I got a big promotion.

[tense brooding music]

Conditioning didn't work for Sammy,

so he became helpless.

But it works for me.

I live the way Sammy couldn't.

Habit and routine make my life possible.

Conditioning.

Acting on instinct.

[footsteps shuffling]

[Catherine groaning]

[Catherine gasping]

[Catherine groaning]

[Leonard's body thudding] [glass shattering]

[train horn blaring] Awake.

Where am 1?

Motel room. [Leonard's arm thudding]

[Leonard groaning]

Some anonymous motel room.

Nothing in the drawers,

but I'll take a look anyway.

Nothing except the Gideon Bi- Bible.

[drawer thudding]

[man groaning]

[Teddy knocking on door] - Lenny!

[man groaning] Open up!

[man groaning] - Just a minute.

[man groaning] - Can you open the door?

[man groaning] [Teddy knocking on door]

Lenny? [man groaning]

[Teddy knocking on door]

Open the door!

[man groaning]

Come on!

- Hi, Teddy.

- Finished playing with yourself, Lenny?

[Teddy groaning]

[man groaning]

[Teddy sighing]

[man groaning]

Oh, I gett.

Amorous neighbors.

- What are you doing here?

[Teddy laughs] - You called me.

You said you needed my help.

You know, I've had more rewarding friendships than this one.

Although, I do get to keep telling the same jokes.

[man groaning] What the fuck is that?

[man groaning] Who the fuck is that?

- You don't know him? - No, should 1?

[man groaning]

Wait a minute.

Is that John G?

- I don't think so.

- You don't think so? You don't know?

You didn't write it down?

- Well, I might've fallen asleep before I did.

- For Christ's sakes! [man groaning]

Ask him. [man groaning]

[tape ripping] - What's your name?

Your name?

- Dodd. - And who did this to you?

- What?

- Who did this to you?

- [Dodd] You did.

- Look, I'm not gonna help you kill that guy.

- No, no, no, just let me think for a minute.

[Dodd groaning] [Dodd banging]

- Okay, Natalie.

Who's Natalie?

Natalie who? - Why?

- Maybe I know her.

- Look, we gotta get him outta here.

[Dodd groaning]

- All right, all right, all right, all right.

[Teddy mumbles]

All right, he's gotta have a car, right?

So we take him down to his car,

we tell him to get the fuck out of town,

or we're gonna kill him.

- We can't walk him out of here tied up and bleeding.

- How the fuck did you get him up here?

- I don't know.

[Dodd banging] - You don't know.

- Yes, I do, this is not my room.

It must be his room.

Great, let's go.

- No, no, no, no, no, no,

we can't just leave him here. - Why not?

- Because the maid's gonna walk in.

She'll see him, call the cops.

He can ID us.

[Dodd groaning] [Dodd banging]

- Okay, we untie him,

we clean him up, and we march him out of here

with a gun in his back.

- A gun, why would I have a gun?

- [lt must be his.

I don't think they'd let someone like me carry a gun.

[Dodd groaning] - Fuckin' hope not.

[tense suspenseful music]

- Which one?

- We should probably steal his car.

You know, teach him a lesson.

- Shut up.

- Yeah, it's all right for you to say.

You're the one with the Jag.

- All right, get in.

I'm gonna ride with him, you follow us.

- Give me your keys.

- Take your own car.

[tense suspenseful music]

[door thudding] [car engines rumbling]

[tires screeching]

[newscaster chattering on radio]

[tires screeching]

- [Teddy] So was he scared?

- Yeah, I think it was your sinister mustache.

- Fuck you.

You should've stolen his car.

- Why?

What's wrong with this one?

- Nothing, you wanna trade?

[Leonard sighing]

So what do you do now?

- I'm gonna find out what the fuck that was all about.

[newscaster chattering on radio]

[tense suspenseful music]

[Leonard knocking on door]

Natalie, right?

Who the fuck is Dodd?

[tense suspenseful music]

Sammy's wife was crippled by the cost of supporting him,

and fighting the company's decision.

But it wasn't the money that got to her.

I never said that Sammy was faking.

- Listen, I have an idea, Sammy.

Sammy, I have an idea I want you to do for me-

- [Leonard] Just that his problem was mental, not physical.

- Have a pen in your pocket, okay?

You're gonna have a pen in your pocket.

- [Leonard] But she couldn't understand.

- Pad like that in your pocket-

- I did something wrong? - You did something wrong!

Now, we're gonna deal with it.

We'll figure out, we're gonna try a little harder.

- [Leonard] And she looks into his eyes

and sees the same person,

and if it's not a physical problem,

he should just- - I can't go anywhere-

- Snap out of it. - Ellen called!

- Ellen called. - Ellen called, Ellen?

Ellen, can't come, Sammy- - Okay, I'm so sorry!

I'm sorry, I'm sorry!

I'm trying, I'm sorry! - Try harder!

- So good old Leonard Shelby from the insurance company

gives her the seed of doubt,

just like he gave it to the doctors.

But I never said that he was faking.

I never said that.

Hmm, I don't feel drunk.

[bottle clanking]

[water running]

[door thudding]

[toilet flushing]

[men groaning] [Dodd's body thudding]

[punches thudding] [men groaning]

[Dodd's body thudding] [Leonard groaning]

[men groaning]

[Leonard's body thudding]

[bottle smacking] [Dodd groaning]

[maid knocking on door] - Hello?

- Oh, shit! - Housekeeping!

- Not right now! - Oh, I'm sorry!

[dramatic music]

[zipper unzipping]

[dramatic music]

[tape ripping]

[dramatic music]

[shutter clicking] [camera whirring]

Okay.

[dramatic music]

"Dodd.

"Put him onto Teddy,

"or just get rid of him for Natalie."

[dramatic music]

[pen scratching] "Dodd."

[dramatic music]

"Get rid of him.

"Ask Natalie."

Teddy, Teddy.

[gun thudding] [telephone clanking]

[dial tone humming]

[telephone beeping]

[telephone ringing]

- [Teddy] Yeah, leave your number.

You know what to do. [voicemail beeping]

- Yeah, this is a message for Teddy.

I'm at the Mountcrest Inn on Fifth Street, room six.

I need you to come over as soon as you get this.

It's important.

Oh, this is Leonard.

Thanks, bye

[telephone clanking] [gun thudding]

Woo.

Fuck.

[Leonard sighing]

[ominous music]

Well, what Mrs. Jankis didn't understand was

that you can't bully someone into remembering.

The more pressure you're under, the harder it gets.

Uh, well, then, call, call me back?

[lighter clicking] [ominous music]

[flame sizzling]

[ominous music]

[pen snapping] [alarm blaring]

Okay, so what am I doing? [alarm blaring]

Oh, I'm chasing this guy.

[tense suspenseful music]

No, he's chasing me. [gun blasting]

[dramatic music] [alarm blaring]

[car door thudding] [car engine rumbling]

[tires screeching]

[Leonard groaning]

Fuck.

"Dodd.

"White guy.

"Mountcrest Inn on Fifth Street."

I'll get the jump on you, you fucker.

[tires screeching]

[dramatic music]

[people chattering]

[Leonard knocking on door]

[people chattering]

[kick thudding]

- [Announcer] 9,995, 98 a month,

a '97 Toyota RAV4, 11,995, 110 a month-

- Oh, fuck.

- [Announcer] A '96 Dodge Caravan, 8,995, 95 a month-

- Sorry.

- A'97- [door thudding]

[dramatic music]

[lock clicking]

[Leonard knocking on door]

[tense suspenseful music]

[door thudding]

[tense suspenseful music]

I need a weapon.

This'll do.

[tense suspenseful music]

Hmm, I don't feel drunk.

[ominous music]

[train horn blaring]

[car alarm beeping]

[car engine rumbling]

[car horn honking]

Do I know this guy?

[car horn honking]

He seems to know me.

[tires screeching]

What the fuck? [tires screeching]

[car door thudding]

[tense suspenseful music]

- I like your car.

- Thank you.

- Where'd you get it?

- Are you interested in buying one?

- What, I haven't made a strong enough impression on you?

- I wouldn't be too hard on yourself.

[gun tapping] [door locks clicking]

[car door thudding] [gun blasting]

[alarm blaring]

Okay, so what am I doing?

[telephone ringing]

Who is this?

[tense brooding music]

[car alarm beeping]

[tense brooding music]

[car door thudding]

[tense brooding music]

[keys jingling]

[dramatic music]

[car door thudding]

[dramatic music]

[car alarm beeping]

[dramatic music]

[ominous music]

[wood clattering]

[dramatic music] [fire crackling]

- Ouch!

Cut it out!

[fire crackling] [dramatic music]

[pages rustling]

[dramatic music]

[light music]

[wood clattering]

- How can you read that again?

- It's good.

- Yeah, but you've read it like a thousand times.

- I enjoy it.

- I always thought the pleasure of a book was

in wanting to know what happens next.

- Don't be a prick.

I'm not reading it to annoy you.

I enjoy it.

Just let me read, please?

[fire crackling] [dramatic music]

- Probably tried this before.

Probably burned truckloads of your stuff.

Can't remember to forget you.

[dramatic music] [fire crackling]

Yeah.

Uh-huh.

[ominous music]

Well, sir, that'd certainly be in keeping

with some of my own discoveries.

I was hoping for a little more on the drugs angle.

Can you hang on a sec?

[ominous music]

Now, the police report mentioned the drugs found

in the car outside my house.

The car was stolen, but his prints were all over it.

I got friends in the department.

They gave me a copy of it.

I dealt with the police a lot in my insurance job.

With my condition, it's really tough.

I can't keep it all in mind at once.

I have to summarize the different sections.

And there's pages missing.

I guess I've been trying to log them all.

I don't know why these are crossed out.

But they weren't even looking for John G.

The stuff they found in the car fit in

with what they believed had happened,

so they didn't chase any of it up.

[door creaking] [door thudding]

[dramatic music]

[clock ticking]

[Leonard sighing]

[clock ticking]

Honey.

Honey, it's late.

[clock ticking]

Everything okay?

[Catherine groaning]

[clock ticking]

[tense suspenseful music]

[Leonard breathing heavily]

[tense suspenseful music] [Catherine groaning]

You okay in there? [Catherine groaning]

[woman sniffing]

- Was it good for you?

[woman laughs]

What? Was I supposed to lock the door?

- No.

I'd like you to leave now.

[tense brooding music]

[car alarm beeping]

[tense brooding music]

[car door thudding]

There's something about the drugs stashed in the car

that doesn't ring true for me,

because the police claim the guy was an addict

needing money to score,

which I think is bullshit,

'cause he's not gonna go breaking into places

while he's still got a stash that big.

Well, I think John G left it there,

or planted it there.

How do you know that?

[papers rustling]

Oh, shit, that's true, it fits.

So he's a dealer.

Hang on a sec.

[pen scratching] [tense brooding music]

[pen scratching]

Now we're getting somewhere.

"Discount Inn."

[car alarm beeping]

[tense foreboding music]

[shutter clicking] [camera whirring]

[car door thudding] [car alarm beeping]

[tense brooding music]

[papers rustling]

[tense brooding music]

[telephone chiming]

[pages rustling]

Yeah, okay, blonde's fine.

[Leonard laughs]

Well, that's what they say.

The Discount Inn, 304.

Leonard. [glass clinking]

- Well, what then? - We just go to bed.

You wait for me to fall asleep.

You go into the bathroom, and you slam the door.

- Slam it? - Yeah.

Loud enough to wake me up.

- And that's it?

- That's it.

Uh.

Yeah, first, I just need you to put these things

around the room.

Just pretend they're your things,

and that this is your bedroom.

- Should I wear it?

- No, no, no, uh, you know,

just like you took it off, or something.

I don't want you to use it.

I'm sorry.

I just mean put 'em around the room,

you know, as if they were your, your things.

- Whatever gets you off.

[clock ticking]

[door creaking] [door thudding]

[ominous music]

- I can't blame the cops for not taking me seriously.

This is a difficult condition for people to understand.

I mean, look at Sammy Jankis.

His own wife couldn't deal with it.

I told you about how she tried to get him to snap out of it.

Eventually, she came to see me at the office.

I found out all kinds of shit.

She told me about life with Sammy,

how she treated him.

- Thank you for seeing me.

- You know, it got to the point where she'd get Sammy

to hide food all around the house,

and then she'd stop feeding him

just to see if his hunger would make him remember

where he'd hidden the food. - A parking lot, and uh-

- [Leonard] She wasn't a cruel person.

She just wanted her old Sammy back.

- Mr. Shelby, you know all about Sammy,

and you've decided that he's faking.

- Mrs. Jankis, the company's position isn't

that Sammy is faking anything,

just that his condition can't be shown to be-

- I just wanna know what your honest opinion about Sammy is.

We shouldn't even be talking like this

while the case is still open to appeal.

- I'm not appealing the decision.

- Then why are you here?

- Try to understand.

When I look at Sammy, I don't see some vegetable.

I see my same old Sammy.

What do you think that's like for me to suspect

he might be imagining this whole problem,

and that if I just could say the right thing

he'd snap out of it and go back to being normal?

If...

If I knew that my old Sammy were truly gone,

then I could say good-bye,

and start loving this new Sammy.

As long as I have doubt, I can't say good-bye and move on.

- What do you want from me?

- I want you to forget the company you work for 30 seconds

and tell me if you really believe

that Sammy's faking his condition.

I need to know what you honestly believe.

- I believe that Sammy should be physically capable

of making new memories.

[bright music]

[Mrs. Jankis laughs] - Thank you.

[bright music]

- I thought I helped her.

I thought she just needed some kind of answer.

I didn't think it was important what the answer was,

just that she had one to believe.

[car door thudding]

- A car this nice you should lock.

- Who the fuck are you?

- Teddy, your buddy. - Prove it!

- Sammy, remember Sammy?

You told me about Sammy!

Jeez!

- What the fuck are you doing in my car?

- What, your sense of humor went with the memory?

- Do you even know why you're here?

- Unfinished business.

- So Lenny, let me inform you,

your business here is very much finished.

You're still here because of Natalie.

- Who's Natalie?

- Schmuck, whose house do you think you just walked out of?

- Ooh, that's right, take a look at your pictures.

I bet you got one of her.

Oh, nice shot, Leibovitz.

You'll wanna make a note.

You can't trust her.

- Oh, yeah? Why's that?

- Because by now, she's taken a look at this suit,

and the car, and she's starting to figure out

ways of turning the situation to her advantage.

She's already got you staying with her, for Christ's sakes.

You can't go back in there.

Let me give you the name of a motel.

You're lucky I ran into you.

That broad's bad news. - What do you mean bad news?

- She's involved with drugs.

All right, look, these, you see these?

This is the bar where she works.

Her boyfriend's a drug dealer.

She takes orders for him, arranges meets.

He writes messages on the back of these.

Then she slips him the answers

when she serves him his drinks.

- Why should I care?

- Because when she gets jammed up,

she's gonna use you to protect herself.

- [Leonard] From who?

- Guys are gonna wanna know what happened to her boyfriend.

Guys are gonna come after her.

Somebody's gotta pay, Lenny.

Somebody always pays.

Maybe she'll make it you.

- Oh, yeah?

Well, maybe she'll make it you.

Is that it?

You worried that she's gonna use me against you?

- No. - Why not?

- Because she doesn't know who I am.

- Why are you following me?

- Maybe I wanna help.

She doesn't know anything

about your investigation, okay, Einstein?

So write this down.

When she offers to help, it'll be for her own reasons.

I'm not lying.

Take my pen, write this down.

Do not trust her.

[pen scratching]

- There.

You happy now?

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

- [Leonard] Why not?

- You ever wonder how long you can hang around here

before people start asking questions?

- What sort of questions?

- The same sort of questions you should be asking yourself.

- Like what?

- Like how did you get this suit, the car?

- I have money. - From what?

- My wife's death.

I used to work in insurance.

We were well-covered.

- Oh.

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

[Teddy laughs]

You don't have a clue, do you?

You don't even know who you are.

- Yes, I do.

I don't have amnesia.

I remember everything right up until the incident.

I am Leonard Shelby.

I am from San Francisco- - That's who you were.

You do not know who you are,

what you've become since the incident.

You wander around playing detective.

You don't even know how long ago it was.

Let me put it this way.

Were you wearing designer suits when you sold insurance?

- I didn't sell insurance.

I investigated it. - Right, right,

you're an investigator.

Well, maybe you should start investigating yourself.

- Oh, thank you for the advice.

- Look, do me a favor.

Don't go back in there.

Will you take the motel out of town?

It's been fun, Lenny.

[car door thudding]

- "Do not trust her.

"Don't believe his lies."

[pen scratching]

Oh, fuck it, I need my own place.

[keys jingling] [car engine rumbling]

[shutter clicking] [camera whirring]

No, she shouldn't have given me that responsibility.

I'm a claims investigator, not a doctor.

Yeah, I, I guess.

But I've got all sorts of other considerations.

Legal responsibility, large financial...

[ominous music]

Who is this?

[dial tone humming]

[telephone clanking]

[ominous music]

Write this down, write down what happened.

Write it down, write it down.

Come on, concentrate, keep it in mind.

Find a pen.

[door thudding] What happened?

- What does it look like?

He beat the shit out of me.

- Who?

- Who?

Fuck, Leonard, Dodd.

Dodd beat the shit out of me.

- Why?

- Why? Because of you!

Because I did what you told me to do,

go in and reason with him! - Calm down-

- Tell him about Teddy, great fuckin' idea!

- Calm down, calm down, take it easy.

You're safe, it's okay.

Come on, just sit down.

Sit down.

Here, sit down.

[Natalie sighing] Okay, you're okay.

I'll just get some ice for your face.

[dramatic music]

Here.

[Natalie sighing]

- I did exactly what you told me to do.

I went to Dodd,

and I told him that I, I didn't have any of Jimmy's money,

or the drugs,

and that this Teddy must have taken everything.

- And what did he say?

- That he didn't believe me.

He said if I don't have the drugs by tomorrow,

he's gonna kill me, and then he just,

he just started hitting me.

- Where is he?

- Why?

- [Leonard] I'll go see him.

- And? - I'll give him

some bruises of his own,

and tell him to look for a guy called Teddy.

- Oh, he'll kill you, Lenny.

[Leonard chuckles]

- My wife used to call me Lenny.

- Yeah?

- Yeah, I hated it.

[dramatic music]

- This guy, this guy is so dangerous.

Let's just think of something else, okay?

- No, no.

You just tell me what he looks like,

and where I can find him.

Have you got a pen?

- In my purse.

[dramatic music]

He'll, um, he'll probably find you.

- What do you mean?

- I told him about your car.

- Why?

- He was beating the shit out of me.

I had to tell him something.

- Just write it all down.

[dramatic music]

- [Natalie] Be careful.

- I'll be fine.

[dramatic music]

[car door thudding]

- A car this nice you should lock.

- Who the fuck are you?

[ominous music]

[telephone ringing]

[telephone thudding]

[ominous music]

Front desk?

Burt, right, this is Mr. Shelby in room 21.

Yeah, that's the thing, I don't want any calls.

Nope, none at all.

[door thudding]

What's wrong?

- Somebody's coming already.

- Who? - He calls himself Dodd.

- What does he want?

- He wants to know what happened to Jimmy and his money.

He thinks I have it. He thinks I took it.

- Oh, well, did you?

- No.

- What's this all about?

- Fuck!

You don't have a fuckin' clue, do you?

You, you're just blissfully ignorant, aren't ya?

- Look, I have this condition-

- Yeah, I know all about your fucking condition, Leonard!

Probably know more about it than you do.

You don't have a fucking clue about anything else.

- What happened?

- What happened is that Jimmy went

to meet some guy named Teddy.

He took a lot of money with him, and he never came back.

Jimmy's partners think I set him up.

I don't know if you know this Teddy, or how well-

- Neither do I.

- Don't protect him! - I'm not.

- Help me. - How?

- Get rid of Dodd for me.

- What? - Kill him.

I'll pay you.

- Uh, what do you think I am?

I'm not gonna kill someone for money.

- What then?

Love?

What would you kill for?

You'd kill for your wife, wouldn't you?

- That's different. - Not to me.

I wasn't fuckin' married to her.

- Hey, don't talk about my wife.

- I can talk about whoever the fuck I want!

I can say whatever I want, and you won't remember.

I could call your wife a fuckin' whore,

and we could still be friends.

- Calm down. - Easy for you to say.

You can't get scared, you don't know how, you fuckin' idiot!

- Take it easy, this has nothing to do with me.

- Well, maybe it does.

How the fuck would you know?

You don't know a fuckin' thing!

You can't get scared, but hey, can you get angry?

- Yes.

- Oh, you pathetic piece of shit.

I can say whatever the fuck I want,

and you won't have a fucking clue, you fuckin' retard!

- Shut your mouth. - You know what?

I'm gonna use you.

I'm telling you now, because I'm gonna enjoy it so much more

if I know that you could stop me

if you weren't such a fuckin' freak.

Did you lose your pen?

Oh, that's too bad, freak.

Otherwise, you could write yourself a little note

about how much Natalie hates your retarded guts,

and that I called your wife a fuckin' whore.

- Hey, don't say another fuckin' word.

- About your whore of a wife?

I read about your condition, Leonard.

You know what one of the causes

of short-term memory loss is?

Venereal disease.

Maybe your cunt of a fuckin' wife

sucked one too many diseased cocks,

and turned you into a fuckin' retard!

You sad, sad freak.

I can say whatever the fuck I want,

and you won't remember.

We'll still be best friends,

or maybe even lovers.

[punch thudding] [Natalie groaning]

- Fuck.

- I'll see you soon.

[tense foreboding music]

- Stay focused. [door thudding]

Find a pen.

Gotta write this down.

Gotta write it down.

Concentrate, concentrate, concentrate.

Keep it in mind, keep it in mind, keep it in mind.

Come on, gotta find a pen, I gotta find a pen.

Gotta write this down, write this down,

exactly what happened.

I'm gonna write down exactly what happened.

Come on, come on, come on, I gotta find a pen.

Jeez, come on!

Come on, keep focused, keep focused.

What?

Keep, keep it in mind, come on.

Find a pen, write this down.

I'm gonna write down what happened.

Write it down, write it down.

Come on, concentrate, keep it in mind.

Find a pen.

[door thudding] What happened?

- What does it look like?

He beat the shit out of me.

- Who?

- Who?

Fuck, Leonard, Dodd.

Dodd beat the shit out of me.

[tense suspenseful music]

[person knocking on door] - Hello?

[tense suspenseful music]

It's Burt, from the front desk.

[Burt knocking on door]

- Yeah?

- I know you said you didn't want any calls,

but this guy called.

He's on the phone now.

He says he's a cop.

- A cop? - Yeah,

and he says you're really gonna wanna know

what he has to say, so-

- No, I'm not too good on the phone.

I need to look people in the eye when I talk to them.

- Yeah, well, what- [door thudding]

[car door thudding]

- You can, you can crash on the couch.

It's comfortable.

Just have a seat.

- Thanks.

- So how long do you think it's gonna take you?

- Hmm?

- You told me you were looking for the guy

who killed your wife?

- Oh, well, it depends on if he's here in town,

or if he's moved on.

I have my file here, so...

- Can I ask you something?

If you have all of that information,

then why haven't the police found him for you?

- Well, they're not looking for him.

- Why not?

- They don't think he exists.

You see, I told them what I remembered.

I was asleep.

Something woke me up.

[dramatic music] [clock ticking]

Her side of the bed was cold.

She'd obviously been out of bed for a while.

[dramatic music]

[Catherine groaning]

[dramatic music]

[gun clicking]

[ominous music]

[Catherine groaning]

[kick thudding]

[gun blasting]

[Leonard's body thudding]

[ominous music]

There had to be a second man.

Somebody hit me from behind, I remember.

But it's about the last thing that I do remember.

Look, the police did not believe me.

If we check the police-

- How did they explain what you do remember?

The gun and stuff?

- John G was clever.

He was clever.

See, he took the dead man's gun,

he replaced it with the sap that he hit me with.

He left my gun, and he left the getaway car.

He gave the police a complete package.

They found the sap with my blood on it

in the dead man's hand,

and they only found my gun.

They didn't need to look for anybody else.

I was the only guy who disagreed with the facts,

and I had brain damage.

You see, the cops are not gonna believe

someone in my condition- - Leonard.

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

- Oh, well, thanks.

- I have to go back to work.

So just make yourself at home.

You can watch TV, or you can have some food,

whatever you want, okay?

Make yourself at home.

- One thing.

[shutter clicking] [camera whirring]

Something to remember you by.

- My name is Natalie.

[door thudding] - Natalie.

[car engine rumbling]

- [Announcer] Cooks up plump and delicious every time.

Eat a nice, warm-

♪ If you want more for your trade, go see Cal ♪

♪ He will come right to your aid, go see Cal ♪

♪ If you want your payments low ♪

♪ If you wanna save some ♪

[papers rustling]

[door creaking] [door thudding]

- [Leonard] What's wrong?

- Somebody's come already.

[telephone ringing] [person chattering on TV]

[telephone ringing]

[ominous music]

[telephone ringing]

♪ He make it- ♪ [mug thudding]

- On the house. - Thanks.

JOhJ

[man laughs]

- Wow, you really do have a problem.

Just like that cop said.

- Hmm?

- Your condition.

- Well, nobody's perfect.

What's the last thing that you do remember?

- My wife.

- That's sweet.

- Dying.

I remember my wife dying.

♪ Something is dead ♪

JANd I ♪

- Let me, um, get you another one.

I think this one's dusty.

[Leonard breathing heavily] [telephone chiming]

- Why are you calling me?

What do you want?

I know you're a cop, but what do you want?

Have I done something wrong?

I don't know, something bad, maybe.

Why are you asking me?

I can't remember what I've done.

You wouldn't believe me, anyway.

Because of my condition!

You don't believe someone with this condition.

Nobody believed Sammy.

I didn't even fuckin' believe Sammy!

"Ferdy's Bar.

"Come by after, Natalie."

[dumpster lid thudding]

[light dreamy music] [singer vocalizing]

I'll have a beer, please.

- What do you want?

- A beer, please.

- You can't just waltz in here dressed like that

and ask for a beer.

- What, is there a dress code?

- Why are you here?

- I'm meeting someone called Natalie.

- Well, that's me.

- Yeah, we met before, right?

Then why am I here?

- I don't know, why don't you tell me?

- I don't remember, I have no short-term memory.

It's not amnesia- - Oh, you're the memory guy.

- How do you know about me?

- My boyfriend told me about you.

- Oh, yeah? Who's your boyfriend?

- Jimmy Grants, do you know him?

- No.

- Well, he knows you.

He told me about you.

Said you were staying at the Discount.

In fact, a cop came by earlier and was looking for you.

Said he was looking for a guy

who can't remember anything, wouldn't know how he got here,

or what he'd done.

Said I get a lot of guys around here like that.

- Well, you know, chronic alcoholism is one cause

of short-term memory loss.

- Are you Teddy?

- No, my name's Leonard.

- Did Teddy send you?

- I don't know.

- What's happened to Jimmy?

- I don't know that, either.

Sorry.

- You don't remember anything?

You don't remember where you've been,

or what you've just done?

- No, I can't make new memories.

Everything just fades.

- Then why did you come here?

- I found this in my pocket.

[people chattering]

- Your pocket.

[people chattering]

[mug clanking] [beer gushing]

[mug thudding]

[man clearing throat]

[man spitting]

[rock music]

Bar bet.

Care to contribute?

- No, thanks.

- It's for a lot of money.

Come on, proceeds are going to charity.

Help me out.

[Leonard spitting]

[Natalie laughing]

[Natalie clearing throat]

[spoon clinking] Thank you.

♪ Sometimes the devil's on my neck ♪

♪ And ♪

♪ He makes me run-J

- On the house. - Thanks.

JOhJ

[man laughs]

♪ Makes me wear- ♪

- It's completely fucked,

because nobody believes you.

Oh, it's amazing what a little brain damage

will do for your credibility.

I guess it's some kind of poetic justice

for not believing Sammy.

You know the truth about my condition, officer?

You don't know anything.

You feel angry.

You don't know why.

You feel guilty.

You have no idea why.

You could do anything,

and not have the faintest idea 10 minutes later, like Sammy.

What if I've done something like Sammy?

I didn't tell you what happened to Sammy and his wife?

Well, she came to see me at my office.

I thought she was trying to catch me off guard,

so I didn't tell her what I really thought,

but I never said that he was faking,

just that his condition was mental, not physical.

I found out later that she went home,

and gave Sammy his final exam.

- Sammy?

It's time for my shot. [people chattering on TV]

[tray clinking]

[people chattering on TV]

- [Leonard] She knew beyond a doubt that he loved her.

So she found a way to test him.

[dramatic music]

[Sammy sighing]

[dramatic music]

- Sammy.

It's time for my shot.

- Hmm.

[dramatic music]

[ominous music]

- [Leonard] She really thought she'd call his bluff.

- There you go.

- [Leonard] Or she just didn't wanna live

with the things she'd put him through.

[ominous music]

- Sammy.

It's time for my shot.

[ominous music]

- It won't hurt. [Sammy laughs]

[ominous music]

[Mrs. Jankis sobbing]

[ominous music]

- [Leonard] She went into a coma, and never recovered.

Sammy couldn't understand, or explain what happened.

- Oh!

- He's been in a home ever since.

He doesn't even know that his wife is dead.

I was wrong about Sammy,

and I was wrong about his wife.

She wasn't interested in the money.

She just needed to understand his problem.

His brain didn't respond to conditioning,

but he wasn't a con man.

And when she looked into his eyes,

she thought he could be the same person.

When I looked into his eyes, I thought I saw recognition.

Now, I know you fake it.

If you think you're supposed to recognize somebody,

you just pretend to.

You bluff it to get a pat on the head from the doctors.

You bluff it to seem less of a freak.

What drug dealer?

[tires screeching]

[tattoo gun buzzing]

[woman chattering on TV]

- [Woman] Now, our third guest is Dr. Barbara Hanson,

author of the best-selling book [mumbles].

I'd like that name [mumbles].

Liz, Mark, how do you feel about it?

- Hey, Lenny, how you doing?

- It's private back here.

- It's okay, we know each other, right, kid?

- How'd you know I was in here?

- Oh, the Jag's out front.

Should've put it around back.

What are you still doing here, Lenny?

There's plenty of tattoo parlors up north.

- Well, I guess I wanted to get something down

before it slipped my mind.

- All right, then give me the keys.

I'll move it for you.

- [Leonard] It'll be all right for a minute.

- Wait out there.

- Oh, for [mumbles].

Look, give me a minute.

I gotta get something for you.

[tattoo gun buzzing]

- [Leonard] "Fact six, car license SG137IU."

- Look, wait a minute, will you?

All right, we gotta get you out of here.

- Why? - Oh, man.

Come on, Leonard.

How many times I gotta tell you?

It's not safe for you to hang around here anymore.

- Why not?

- Because that cop's looking for you.

Now, I gotta get you a new identity, some new clothes,

a different car would do for now.

So put these on.

- Whoa, whoa, what cop?

- He's a bad cop.

He's the one that checked you into the Discount Inn.

He's been calling you for days now, telling you shit,

slipping envelopes under your door, shit like that.

- How do you know this?

- He told me.

He thinks it's funny.

He's been laughing at you.

- You're full of shit. - No, I'm not.

He knows you're no good on the phone,

so he's been calling you up.

Sometimes, you don't answer the phone,

so he slips shit under your door

to scare you into answering the phone again,

giving you a line of crap about John G being

some local drug dealer.

Jimmy Grants.

- Who's Jimmy Grants?

- Leonard, Jimmy's the drug dealer.

The cop wants to know how his operation's run.

He's got some score in mind.

Somehow, you're involved.

- Uh-huh, how do you know him?

- I'm a snitch.

He's a cop from out of town.

The local boys put us together.

If he knew I was helping you, he'd fuckin' kill me.

So take these clothes, put them on,

and get the fuck out of here.

Come on, Leonard, just go.

[tense foreboding music]

[people chattering]

- [TV chatters in the backgorund].

- You are full of shit.

"Come by after, Natalie.

"Ferdy's Bar."

[ominous music]

[window creaking]

[bag thudding]

[dramatic music]

[car alarm beeping]

[car engine rumbling]

[Natalie tapping on window] - Hey, Jimmy.

[police siren wailing]

I'm sorry, I, uh, thought you were somebody else.

Sorry.

- That's okay.

[bottles clanking] [bag thudding]

[dumpster lid thudding]

So this Jimmy Grants deals drugs out of the bar

where his girlfriend works?

But he's not gonna bring her along.

He'll come by himself, right?

I always figured the drugs angle

would be the best way to get him.

No, officer.

I'm as ready as I'll ever be.

You're in the lobby?

What do you look like? [pen scratching]

I'll be right there.

[telephone thudding]

[paper rustling]

[ominous music]

[people chattering]

[dramatic music]

- Lenny!

- Officer Gammell.

- Yeah.

Come on.

[sportscaster chattering on TV]

[dog barking]

- Hey, smile.

- Oh, hey, don't, not here.

Over here.

[shutter clicking] [camera whirring]

- Now, is it Officer, or Lieutenant Gammell?

- You know what?

Don't write Gammell, just Teddy.

- Why? - I'm undercover.

This is the directions where he's going.

My number's on the bottom if you need me.

He should be- - You're not coming?

- No, it wouldn't be appropriate.

- Nice picture.

I look thin.

Hey, Lenny.

Make him beg.

[tense foreboding music]

[car door thudding]

[tense foreboding music]

[birds chirping]

[ominous music]

[car engine rumbling]

[ominous music]

- Teddy!

Hey, Teddy!

Teddy!

- Jimmy.

[Jimmy scoffs]

- The fuck are you doing here?

- You Jimmy Grants?

- Expecting any other Jimmys out here, memory man?

- Do you remember me?

[Jimmy laughs] - Yeah, I remember you.

Where the fuck's Teddy?

Well?

[punch thudding] [Jimmy groaning]

Motherfuck!

Fuckin' retard!

[dramatic music]

- Strip.

- You're making a big fuckin' mistake, pal!

- Strip!

- My associates are not the kind of people

you wanna piss off. - Don't say anything else.

- I knew I couldn't trust that fuck!

- Take it off.

- [Jimmy] Cocksucker.

- Your pants, too.

- Why?

- I don't wanna get blood on them.

- Whoa, whoa, whoa, whoa, wait, wait, wait, wait, wait!

Did he tell you what I was bringing-

- Take your fuckin' pants off!

- I've got 200, 200 grand stashed in the car!

Just take it! - What?

- Just take it!

- You think you can bargain with me?

- Just take the money, and walk away!

- I don't want your fuckin' money.

- Then what?

What do you want from me?

- I want my fuckin' life back!

[men groaning] [Jimmy's body thudding]

[Jimmy gasping]

[Jimmy gagging]

[ominous music]

[shutter clicking] [camera whirring]

[tense suspenseful music]

[belt jingling]

[tense suspenseful music]

[Leonard grunting]

[tense suspenseful music]

- Sammy.

[Jimmy's body thudding]

- He said Sammy.

How does he know about Sammy?

Oh, fuck.

[plastic crinkling]

[tense suspenseful music]

What have I done?

Hey, mister, I need help.

There's a guy in here, he's hurt bad.

We gotta get him to a doctor.

- All right.

- I don't know what happened.

I've got this memory thing.

Do I know you? - Nah, don't worry, I'm a cop.

[plastic crinkling]

He still breathing?

- Well, I don't know, maybe.

- What the hell were you guys doing down here?

- Well, I don't remember.

I have this condition.

- Well, I hope it's not as serious as his,

'cause this guy's dead.

[gun smacki ckin Ow! ♪

Lenny! That shit kills!

- So you remember me now, huh?

You are a fuckin' cop.

- Yeah!

And I'm the guy that helped you find him.

- Get up, get up!

- Lenny, you got the wrong idea!

[plastic crinkling]

- Who is that?

He knew me.

- Of course he did, he raped your wife.

He fucked up your brain.

- Bullshit, he's not the guy.

- His name is James F. Grants, John G.

Check your tattoos.

- What was he bringing the 200 grand for?

- What?

[Teddy's body thudding]

- What was it for?

- A load of amphetamines I told him I had.

- Is this a drug deal?

- No.

Yeah, that, and your thing.

Look, Leonard, Jimmy's your guy.

I just figured we'd make a few dollars on the side.

- How did he know me?

- The Discount Inn.

He dealt outta there.

The guy at the front desk let him know

if anybody came snooping around.

He called Jimmy the minute he saw you

taking a picture of the dump.

- You're fuckin' using me.

- No! You get half!

- He knew about Sammy!

Why would I tell him about fuckin' Sammy?

- You tell everybody about Sammy, everybody who'll listen!

"Remember Sammy Jankis?

"Remember Sammy Jankis?"

Great story, gets better every time you tell it.

So you lie to yourself to be happy.

There's nothing wrong with that.

We all doit.

Who cares if there's a few little details

you'd rather not remember?

- What the fuck are you talking about?

- I don't know.

Your wife surviving the assault.

Her not believing your condition.

The torment, and,

and pain and anguish tearing her up inside.

The insulin.

[ominous music]

- That's Sammy, not me.

I told you about Sammy.

- Yeah, right, like you tell yourself over and over again,

conditioning yourself to remember,

learning through repetition.

- Sammy let his wife kill herself.

Sammy ended up in an institution.

- Sammy was a con man, a faker.

- I never said that Sammy was faking.

- You exposed him for what he was, a fraud.

- But I was wrong.

That's the whole point.

See, Sammy's wife came to me.

- Sammy didn't have a wife.

It was your wife who had diabetes.

- Ouch.

- My wife wasn't diabetic.

- You sure?

- Ouch.

Cut it out. - She wasn't diabetic.

You think I don't know my own wife?

What the fuck is wrong with you?

- Well, I guess I can only make you remember

the things you wanna be true,

like old Jimmy down there.

- He's not the right guy.

- He was to you.

- Come on, you got your revenge.

Enjoy it while you still remember.

What difference does it make

whether he was your guy, or not?

- It makes all the difference.

- Why? You're never gonna know!

- Yes, I will. - No, you won't.

- I will.

Somehow, I'll know- - You won't remember!

- When it's done, I will know.

It'll be different. - Well, I thought so, too.

In fact, I was sure of it, but you didn't!

[ominous music]

That's right, the real John G.

I helped you find him over a year ago.

He's already dead.

- Don't lie to me anymore.

- Look, Lenny.

I was the cop assigned to your wife's case.

I believed you.

I thought you deserved a chance for revenge.

I'm the one that helped you find the other guy

in your bathroom that night,

the guy that cracked your skull and fucked your wife.

We found him.

You killed him.

But you didn't remember.

So I helped you start looking again,

looking for the guy you already killed.

- Oh, yeah?

So who was he?

- Just some guy.

I mean, does it even matter who?

No reason, Lenny, no conspiracy, just bad fuckin' luck.

Couple of junkies too strung out to realize

your wife didn't live alone.

But when you killed him,

I was so convinced that you'd remember.

But it didn't stick,

like nothing ever sticks,

like this won't stick.

[dramatic music]

I took that picture just when you did it.

Look how happy you are.

I wanted to see that face again.

- Oh, gee, thanks. - Fuck you.

I gave you a reason to live,

and you were more than happy to help.

You don't want the truth.

You make up your own truth, like your police file.

It was complete when I gave it to you.

Who took out the 12 pages?

- You, probably.

- No, it wasn't me.

See, it was you. - Why would I do that?

- To create a puzzle you could never solve.

You know how many, how many towns,

how many John Gs, or James Gs?

I mean, shit, Lenny, I'm a fuckin' John G.

- Your name is Teddy.

- My mother calls me Teddy.

My name's John Edward Gammell.

Cheer up.

There's plenty of John Gs for us to find.

All you do is moan.

I'm the one that has to live with what you've done.

I'm the one that put it all together.

You, you wander around, you're playing detective.

You're living a dream, kid.

A dead wife to pine for.

A sense of purpose to your life.

A romantic quest that you wouldn't end

even if I wasn't in the picture.

[ominous music]

- I should kill you.

- Quit it!

Lenny, come on, you're not a killer.

That's why you're so good at it.

Come on, what are you doing?

You know what time it is?

[dramatic music] It's beer o'clock, I'm buying.

[dramatic music]

Fuck.

[dramatic music]

[car door thudding]

[dramatic music]

[bullets clinking]

- [Leonard] I'm not a killer.

I'm just someone who wanted to make things right.

[dramatic music]

Can I just let myself forget what you've told me?

[pen scratching]

[dramatic music]

[lighter clicking]

Can I just let myself forget what you made me do?

[dramatic music]

[Leonard blowing]

[dramatic music]

You think I just want another puzzle to solve?

Another John G to look for?

You're a John G.

So you can be my John G.

[dramatic music]

Do I lie to myself to be happy?

In your case, Teddy,

yes, I will.

[dramatic music]

[door thudding]

[dramatic music]

- Hey, hey, that's not your car!

- Itis now.

- [Teddy] Jesus Christ, you can't take it!

- Why not?

- Because the guy you just killed owns it!

Somebody'll recognize it!

[dramatic music]

- You know, I think I'd rather be mistaken

for a dead guy than a killer.

I might hang on to this for a while.

[trunk thudding] - Lenny.

Look, don't let me, will you help me find the keys?

Help me find my keys. [car engine rumbling]

Lenny!

But!

[car engine rumbling] Lenny!

[dramatic music]

- [Leonard] I have to believe in a world

outside my own mind.

I have to believe that my actions still have meaning,

even if I can't remember them.

I have to believe that when my eyes are closed

the world's still here.

[dramatic music]

Do I believe the world's still here?

[dramatic music]

Is it still out there?

[dramatic music]

Yeah.

[dramatic music]

We all need mirrors to remind ourselves who we are.

I'm no different.

[dramatic music]

[tires screeching]

Now, where was I?

[moody rock music]

♪ We lay in each other's arms ♪

♪ But the room is just an empty space ♪

♪ I guess we've lived it out ♪

♪ Something in the air ♪

♪ We smile too fast then can't think of a thing to say ♪

♪ Lived with the best times ♪

♪ Left with the worst ♪

♪ I've danced with you too long ♪

♪ Nothing left to save ♪

♪ There's something in the air ♪

♪ Something in my eye ♪

♪ I've danced with you too long ♪

♪ Yeah ♪

♪ Something in the air ♪

♪ Something in my eye ♪

[moody rock music]

♪ Abracadoo, I lose you ♪

♪ We can't avoid the clash ♪

♪ The big mistake ♪

♪ Now we're gonna pay and pay ♪

♪ I guess you know I never wanted anyone more than you ♪

♪ Lived all our best times ♪

♪ Left with the worst ♪

♪ I've danced with you too long ♪

♪ Say what you will ♪

♪ But there's something in the air ♪

♪ Something in my eye ♪

♪ I've danced with you too long ♪

♪ There's something I have to say ♪

♪ There's something in the air ♪

♪ Danced with you too long ♪

♪ Ooh, ooh ♪

[moody rock music]