Lily's bedroom: Soft, cool morning light on a lovely face, Lily Manning's, as she wakes up. She's thirty-seven, still somehow childlike, her brown hair wispy around her face.

Rick Sammler is forty-two, solid looking, a good man, once happier than he is now. Eli is a great looking kid, slightly shy. Girls love him.

b/w(Soliloquy) Rick: Am I happier? Geez, I don't know. Ask me in another five years . . . (In the show it was three years.)

Rick is a man who doesn't reveal emotions easily. But, man, does he feel them. Like grenades, going off in his belly.

Karen is a very attractive blond woman, and we would know without being told, just from her utter lack of expression as Rick waves hello, that the two were once married.

It is at this point that Rick has another interview and talks about "there's some relief in accepting the fact that you failed . . . You're worthless, you've destroyed your kids lives, and then . . . they're still there, they still need you. You have to move on.

Rick glances over and sees a pretty woman in a Honda. It's Lily.

Lily is making dinner for the kids. Her sister Judy is there, sitting on the counter. She's two years older than Lily, sturdier, still married. She has always been less sexy than Lily and has always suffered from that knowledge. Her two younger kids are crawling around the table, chased by Zoe.

At school: Rick is sitting in a little waiting area with Eli, as Grace is brought in by her mother and the coach. Grace is crying, more in anger than pain. Grace's demeanor changes immediately when she sees Eli. No way will she cry in front of a boy.

Rick sits with Eli as Lily reemerges {from the back nurse's room}. There are two possible chairs for her to sit in: either right next to Rick or awkwardly far away. We see Rick see her look at the chair next to him . . . We see him see her go to the other chair. They give each other the Universal Parents' Recognition Expression: something between rolled eyes, shrugged shoulders, and raised eyebrows.

This is when Rick talks about Karen blaming global warming on the divorce: Now, they're really embarrassed. How did his marital state come up so fast? Then: They are starting to totally and completely like each other. After Lily says Jake is her ex-husband, sort of: Rick stares at her back, amazed at what she just said.

Then in the counselor's office: Karen is sitting very straight on a couch, keeping a distance from her ex-husband. She has a good career, a boyfriend she's not in love with, and a reasonable, yet unrelenting resentment of Rick.

s the counselor is discussing the custody arrangements for the Sammlers, we see this direction: Every moment between Rick and Karen is charged with the weight of years of frustration and pain - and yet - tenacious connection. Then: Karen is cornered, and must, momentarily at least, defend the family unit against an outsider {counselor}. Then, when Karen is saying that Rick is involved with Eli, but it is easy for some things to slip by him: This could get very embarrassing very soon. Rick is torn between wanting to defend himself and not wanting to engage {with Karen}.)

Same scene, when Eli hopes he does not have to give up sports: Rick stares at Karen, at the anger in her face, the flush in her cheeks, the shining in her eyes. Then, remember the b/w that shows R and K in bed?: Rick and Karen, much younger, in bed naked, look intently at each other - her eyes shining the same way, but from love.

Rick's kitchen: Rick is paying a delivery kid for Chinese food. Jessie is reading Cosmopolitan. Eli enters with Jennifer, a beautiful sixteen-year old. Rick looks, somewhat taken aback by how pretty she is. Jennifer shakes his hand, her manner relaxed and seductive.

Rick asks Lily if he could buy her coffee or dinner or something like that.

Zoe: Mom, what's that burning smell. (Tee hee, the Mannings do like burning things! LOL)

(The word in Watership Down when a rabbit is caught in the headlights is tharn . . . For a moment, Lily can't even speak. She hangs up the phone.)

b/w Rick: When you're in high school, there are the women you can have and the women you can't have. When you get older you think, well, I'm more attractive, I have a good job - but you know what? There are the women you can have and the women you can't have. High school as the metaphor for life . . .

Lily's living room: Lily sits with Judy and two other friends: Naomi, forty-two, divorced, darkly humorous, an ex-dancer; and Linda, thirty-nine, married, overweight, looks for the least conflictual in all situations.

Judy: When do you think she'll sleep with him?
Lily: Stop
Linda: Is he nice? I just don't have a sense of this guy yet.
Naomi: What does he look like?
Lily: I barely know what he looks like, I met him once.
Judy: You know exactly what he looks like.
Lily: Okay, he's cute. He's cute. He looks okay, but it doesn't matter.
Naomi: That is such crap.
Judy: It matters to me.
(They all agree.)
Lily: Of course it matters, that's not what I mean. It's just, what good does it do? It's not a predictor of anything.
Naomi: It's a predictor of something if you're not attracted to him, I'll tell you that. Look at me and Alan.
Judy: Why you married him, I'll never know.
Naomi: That's my whole point.
Lily: I'm not marrying this guy, I'm having dinner with him.
Linda: What does he do for a living?
Lily: Do we have nothing to do with our lives, after thirty years of a sexual revolution, than to sit here and talk about a man I barely know?
(They think about that.)
Naomi: What does he do for a living?

(Rick's office: Rick is in the airy offices of his architectural firm. He is going over a drawing with his partner, David Cassili. David is thirty-nine, never married and maybe never will be. On the scale of dogs, he's fairly unrepentant.)

(At school, Grace is walking with her two friends and talking about how the one girl's Mom makes a whole fetish out of having her meet her dates:

Friend #1: I am completely disgusted about Friday night.
Grace: I'm not going.
F #1: You're not going?!
Grace: You just said you're disgusted about it.
F #1: I'm disgusted because I have nothing to wear.
(Eli then walks by . . .and they wonder how she knows Sammler.)

b/w Lily: I wasn't going to go. I was going to cancel. I hadn't been out on a date in sixteen years. I went to the bathroom six times. What would I say to this guy? He'd be bored with me before the main course.

Rick's bathroom: Rick, still wet from the shower, has a towel wrapped around his waist. He finds himself staring at the small spare tire around his waist, pulling at the bulging mass, pushing it back so it looks like it's not there. Eli walks in, sweaty from a workout, wearing only gym shorts. His body is amazing. He grabs some of Rick's deodorant, checks out his hair in the mirror, then leaves. Rick is left to stew on his love handles . . .

b/w Rick - He talks about getting good at dating and saying the same things about yourself. In the show, this b/w was during the restaurant scene.

Then during dinner:

Lily: One sister, Judy, she's two years older. (Me: in the show, Judy was six years younger.)
Rick: Two brothers, both younger. They're still in Chicago. (Me: so it is worse than we thought. They lost a Sammler brother while he was still living in Chicago! Oh, my!)

Then, later after Lily orders her salad with olive oil and lemon on the side, she thinks she sounds boring.
R: I was just thinking that. (She hits him.) What's wrong with liking what you like?
L: I don't know, when I was younger, I just ate what was put in front of me. And maybe I was happier.
R: I think you just didn't know any better.
L: But maybe we should go back, maybe that's what we should be trying to do, to simplify our lives. Maybe we have all these choices, and we think choice can lead to happiness, but maybe choice just leads to stress.
R: So then, did you marry what was put in front of you as well?
(She stops and looks at him. Then, later Lily is talking about giving birth and Jake taking pictures.)

b/w Lily: I kept looking at his hands. I kept thinking he has beautiful hands, stop looking at his hands. I think that's when I knew I was in trouble.

b/w Rick: Do not kiss her. You will be really stupid if you kiss her. I basically spent the whole dinner not kissing her. She thought we were having a conversation.

(This is my favorite scene - when they kiss at her car: She stops and looks back at him. His face comes closer to hers, until they kiss. It's short, delicate. He retreats far enough to see her eyes. They are intent on him. He comes back, and this time, it's a real kiss, that soon becomes an intense embrace. They stop for a moment to laugh in mutual embarrassment. Then it starts again, even more ardently.)

At school: Grace is standing at her locker with her two friends:

Friend #1: . . . asked if you were gonna be there, and I said I wasn't going to answer a question like that.
Grace: Max was asking if I was gonna be there?
F #1: He was either asking if you'd be there, or asking what would happen if he asked.
Grace: Guys are so weird.
Then, Eli comes by and asks her if she knows about Abel's party. In the show, this scene in on a stair way.

In Lily's living room: Judy and Naomi are badgering Lily for details of her date with Rick:

Judy: Where did he touch you? I want to know exactly what happened.
Lily: Naomi, will you tell her to go away?
Naomi: Hands are the important indicator to me. I haven't been with a guy who knew how to touch me in, I don't know, a year.
Then - - they convince her to call Jake so he can take the girls and she can go out again with Rick.
Naomi: Why don't you have Jake take them that night? That's what I do with Alan.
Lily is doubtful and sure he will ask lots of questions.
Naomi: He has no right to know your business.
Lily says he will not quit asking questions.
Naomi: Why'd you leave him in the first place, girl?
Judy: What, are you still scared of him?
Lily: Yes.

Rick's kitchen: Rick is singing, doing the dishes after dinner - he's much too happy. Eli is getting out his books. They talk about Rick going out with Lily again and then they talk about Jennifer.

When Eli turns on the television, he says:
Eli: I just need to see if Henderson homered. (In the show, it was football - not baseball!)
(I won't bore you with the baseball dialogue!)

b/w A younger Rick is chasing a four-year old Eli around the yard, trying to tag him with a softball. Rick ends up running circles around a laughing Karen . . .

Bowling alley: Lily's face screws up into a painful concentration as she starts down the lane. She ends up in a comical pose, butt sticking out, one foot off the ground, head scrunched sideways in a futile attempt to control the trajectory of the ball -- which meanders down the lane and plunks into the gutter. Rick can't take his eyes off her.

Lily: (smiling like a kid) I can't believe you took me here.
Rick: Don't you take your kids bowling?
L: Not without a credible threat to my life . . .
R: I see why.
L: Shut up.

(Rick's form is elegant, powerful, fast - he hurls the ball down the center of the lane: it splits the pins, leaving three on either side. {In the show, he bowled a strike!} The two of them laugh. Rick imitates a weird guy they see; Lily covers her face. Rick sits next to Lily, trying to explain scoring. She is shaking her head in non-comprehension. Their arms touch.)

An Italian Restaurant (this scene was not in the show) - They are looking at each other. She looks away.

Lily: So, would I have seen any of the buildings you've designed?
Rick: Most of them are houses, or parts of houses, you know, like when people want bigger closets, things like that.
L: Yeah, I'm sure most of your work is designing closets . . .
R: Well . . .
L: I'd like to see a house you designed.
R: They're very . . .
L: Very what?
R (embarrassed): You don't want to hear my whole theory of architectural unity.
L: Why not?
R: Well, it's just . . . Where a person lives is an expression of who they are, but you have to figure out what part of them they're trying to express. Is this person looking for comfort, is he looking to impress people, is the house a big work of art? You have to read the person, and express the things they can't say out loud.
{Lily is fascinated, not by his words, but by his love for the work.}

b/w Lily: -- realizing, oh my God, there's another person across the table. He has thoughts, and passions, and a whole world inside him. This is when I knew I was in trouble. There was a gentleness about him, this kind of inner strength. I don't know . . .

b/w Rick: At this point, all I wanted to do was throw her on the floor. Have we talked enough? Can I grab you now? (Me: LOL)

Then remember the kissing scene in the car: Here is the description: The two of them are making out hungrily. Intensely. It's all about smell at this moment, each of them drinking the other person in. She breaks away for a moment, but keeps her forehead touching his. Remember - Rick does not want to be in public anymore? She asks "Why not?" Then this description: She knows, of course. They already have an ironic shorthand.

Then, after he says, "If we decide we're not sleeping together tonight, then we will not sleep together. That's easy." The description is: She looks at him in amazement, knowing that he's telling the truth.
Lily: Really?
Rick: Which means of course, that once we don't have to worry about that, we can have a good time doing all the other stuff.

Lily's house: Rick looks around while Lily runs for the bathroom:

Lily: We didn't build this, you understand. We bought this.
Rick: It's nice.
L: Sure . . .
R: (yells after her) It is.

Me: Oh - remember we had trouble with the name of Jessie's school? Well, it is Oak Hollow.

In the kitchen: They set down the wine glasses and kiss.

Lily: Can we just go in the other room? I'm seeing school fundraising letters out of the corner of my eye . . .
He smiles. They go.

They are now on the couch:

b/w Lily - She talks about another man's body feeling strange.
b/w Rick: (a long, emotional pause, then: ) Besides her face? She has an amazing ass for somebody with two kids.

Rick's office: Karen angrily confronts Rick about Eli failing his test. The description: Rick flops back in his chair. He can never express what he's feeling right now, which is something along the lines of, "How can you yell at me right now, when I just got turned down by this woman I might love?"

Moments later: Karen is gone. David enters and closes the door:

Rick: Why do I hate her? She's totally right.
David: 'Cause she's not nice.
R: She isn't nice. Why can't she be nice? Is that too much to ask? This would be so much easier if she would just . . . be nice.
D: All you did was destroy her life, I mean, what does she want?

Then, Grace says she is not going to the party that she has talked about for a whole week. Lily tries to talk her into going:

Lily: So that's it then. You sit at home and have a bad time. (Grace doesn't answer.) Well, I don't think so. I think if you are going to have a bad time, I'd rather you had it there, in the world of possibilities, and not here, where nothing can change it.

b/w Rick: He talk about his Dad dying, meeting Karen, and refers to being divorced for six years.

The ending scene description: It's clear from his face that he doesn't know what to expect. It's clear from hers that she's frightened, her heart beating fast, her hands shaking just a little. For that one moment, they are frozen . . .

Me: cut to palm tree reflections in the upper windows! LOL

B&W(Soliloquy) Rick: . . . okay, it’s been 26 hours, if I call now, does that show me to be pathetically needy, or does it show a healthy interest in someone I’d like to know better?

After making out in the backseat of Rick’s vehicle, the direction is: He kisses her hand as she gets out, then watches her walk to her car. (Me – aww, almost as good as a wink!)

When David and Rick are checking the framing on a new house, Rick admits lying to three women in the space of four minutes:

David: They want you to lie to them. They live in this fantasy, Rick, that’s what romance is. It’s basically just sex, but they have to think it is love, ‘cause if it’s just sex then they’re “bad.” So they really want to know you love them, ‘ cause then they’re “good.” So once in a while it doesn’t work, they get their hearts broken, they cry with their friends – which they like to do anyway – and then they feel better and they go back to the fantasy.

When Lily and Rick are having lunch at the outdoor café, Lindsey arrives and Rick is extremely uncomfortable. The description is: Rick is drowning, unable to speak. Perhaps the earth will be kind and open up and swallow him.

After Jake leaves with the girls so Lily can go to Back-To-School night:

B&W Lily: The way he wanted me . . . I felt like I was alive for the first time.

Rick’s office: David is asking about Lily’s body, which Rick is sure is great:

Rick: David, can you possibly for one minute let down the burden of your own narcissism and listen to me?

David is taken aback and really stops. Rick has to struggle to find the words.

Rick: . . . I’ve never wanted somebody the way I want her. I want her all the time, I want her near me, I want to smell her. Is there something wrong with that?

David: Rick, you may not believe this, but I really want you to be happy. I’ve seen you build this thing up, and you always do that, you give everything to these women, and I don’t know . . . I sat here with you for the last two years of your marriage, remember? I just don’t want you to make another mistake.

Lily’s bedroom as she gets ready for her date with Rick:

Lily has just told Judy that it’s like a force field when they are together and they are just helpless to resist it.

Judy: “Human sexuality renders farcical our most serious intentions.” Lenin

Lily: John Lennon?

Judy: No, the other one.

Rick’s apartment: Rick is just sitting there and Eli comes in because there are no clean socks at Mom’s. Rick is trying to figure what to do with his night.

Eli: It was the mom who canceled? Guess the Sammlers aren’t doing’ too well with the ladies.

Rick and Lily get into his Land Cruiser:

Rick: I have to get a new car, this thing is getting ridiculous. Are you hungry?

Lily: I don’t know.

Rick: You’re very beautiful. (She smiles but can’t answer.)

Rick’s living room:

(On the couch: they are kissing passionately, their hands exploring each other’s bodies.)

He reaches under her blouse and tries to unhook her bra. It takes too long. She smiles.

Lily: I thought all you guys practiced that when you were fifteen.

Rick: I was absent that day. (He is still struggling. They laugh.)

After Rick’s B&W about loving it when Karen was pregnant with Eli:

Lily: Can I help you?

Rick: No, I’m going to get it . . .

He does, finally. She looks at him.

Lily: I feel a sudden aversion to doing this in a living room, thanks to you . . .

They both laugh. Then he stands up, reaches out his hand and says softly:

Rick: Come on

She screws up her face in mock terror, then takes his hand.

Then in the bedroom:

We see several images in succession: her shoes coming off, their hands clasping, his belt being unbuckled, her neck arching back as her eyes close.

When they are in bed:

Their faces are close together, their eyes closed, their breath intermingled -- as their ardor threatens to overwhelm their reservation.

Later in bed when Lily is telling him about her low opinion of herself since Jake cheated on her:

He holds her tight enough to crush her, which is exactly how she needs to be held at this moment. They keep holding each other, as he smells her hair, and kisses her temple and her cheek.