hi, how are you? mom and dad are floating down memory lane again! i think they're fantastic. i need an antihistamine. mom thinks she's feeling her asthma, and so. before she starts turning into camille. at least she isn't drinking. did you notice? yeah. yeah, she knows it, too, 'cause she's flirting with all the men here. yeah. where are the antihistamines? okay. oh, you know, i, i love that book you lent me. the easter parade? you were right. it had very special meaning for me. oh, well, you know frederick. one of his moods. although it wasn't a bad week. he uh, sold a picture. yeah, it was, it was one of his better drawings, a very beautiful nude study. actually, it was of me. it's funny, you know, it's a funny feeling to know you're being hung naked in some stranger's living room. well, you can't tell it's me, although-- you're turning all red, elliot. oh, i don't know. my unemployment checks are running out. um, i was thinking of taking some courses at columbia with the last of my savings. i don't know exactly. uh, sociology, psychology maybe. i always thought i might like to work with children. yeah, sure. you know, uh, frederick would really by grateful for a sale. oh, great. come on. i bumped into your. ex-husband on the street the other day. he was, he's just as crazy as ever. he was on his way to get a blood test. good idea. oh. is it my imagination, or does elliot have a little crush on me? it's funny. i've had that thought before. he pays a lot of attention to me all the time, and he blushed tonight when we were alone in the bedroom. i wonder if he and hannah are happy? it's funny, i. i still feel a little buzz from his flirting. want some coffee or tea? how about something to eat? are you sure? mmm, what am i gonna do with you? god! and why didn't you come tonight? we all had a terrific time. i really think you would have enjoyed yourself. you're not going to abuse them. they're all so sweet. you're too harsh with everyone. you know that, don't you? mmm. you're such a puzzle. so sweet with me and so. contemptuous of everyone else. mm-hm. oh, elliot said he might have a couple of clients for you. mmm you never know. they might. he's just trying to do the nice thing. me? based on what? you never even see him. oh, no, no, no. he's my sister's husband. and i think if you gave him half a chance, you'd like him. he's very intelligent. ohhh! oh, elliot! what are you doing here? oh, what, in this section of town? you're out looking here? ohhhh! oh. well, i live-- yes, i do. oh, i was just going to my aa meeting. well, listen, you didn't know me before frederick. i'd. i'd start with a beer at about ten in the morning, and. go on. yeah, unhappy and fat. and i still find the meetings very comforting, you know. oh, god. don't let me get started on my childhood. oh, you know what? there is a bookstore. a couple of blocks from here. if you don't know about it, you should. you'd really love it. yeah, you would. yeah, sure. isn't this great? they have everything here. what book did you want to buy? your book? you wanted to buy a book? well, you sure picked the right place. i mean, you can stay here all afternoon, not buy anything and just read. no, i don't have time. you seem tense. is everything all right? you feel okay? no? yes? everything's okay? i'm. all right. fine. oh, we went to the caravaggio exhibition at the met. it's such a treat to go through a museum with frederick. i mean. you learn so much. do you like caravaggio? oh, no, i can't let you get me that. that's too much. no, i don't think so. uh, uh, this is great. i mean, i love e.e. cummings, but i can't let you get this. well, sure. well, thanks a lot. well, yeah, yeah. you'd love it. it's really entertaining. you'd have a good time. i know you would. really? well. bye. "your slightest look easily will unclose me though i have closed myself as fingers, you open always petal by petal myself. ". as spring opens her first rose . "nobody, not even the rain, has such small hands." hi, dusty. oh. are you excited about becoming a collector? yeah? uh-huh. big. frederick, show him the oils. frederick's done this whole new series that i'm sure you would really love. yeah. some of them. yeah, some of them are very big. oh, frederick! oh, you know. i talked to hannah this morning on the phone, and she said that you two might be going to the country for the weekend. oh, yeah. i have to get my teeth cleaned this week. oh, yeah, that's really nice of you. oh. oh, speaking of records. i bought that mozart trio you recommended. and the man in the record shop showed me another one that i think you'd love. it's a. another bach, second movement. yeah. oh, and holly met a wonderful man who loves opera. an architect. isn't that beautiful? yes, he's just adorable. they have a very large gay clientele, you know, where i get my teeth cleaned, and. all the hygienists now wear gloves because they're afraid of aids. yes, it made me cry it was so beautiful. so romantic. did you ever read this one--? elliot! don't! what are you doing?! elliot! what's the problem? oh! there you are! i was looking for you. well, how do you expect me to react to such a thing? oh, don't say those words! why, you know the situation. what do you expect me to say? wh-- she's never said anything, and we're very close. she'd tell me such a thing. not because of me, i hope. oh, i can't be the cause of anything between you and hannah. i jus-- why? but not over me? poor hannah. i can't say anything! yes! but i. i have certain feelings for you, but don't make me say anything more, all right? look, don't do anything on my behalf. i live with frederick, and hannah and i are close. oh, elliot, please! i can't be a party to this! i'm suddenly wracked with guilt just standing her talking to you on the street! oh, please, i have to go. i have to get my teeth cleaned. i almost didn't. i didn't sleep all night. what are we doing, meeting in a hotel room? it's terrible, isn't it? i promised myself i wouldn't let this happen till you were living alone. i was so torn when you called. i know it isn't. that was just perfect. you've ruined me for anyone else. i was so worried i wouldn't compare with hannah. oh, all the time. i know she must be a really passionate person. i want you to take care of me. and i love when you do things to me. lucy and i kept talking, and i didn't realize how late it had gotten. i have a little headache from this weather. oh, god, frederick, could you please lighten up?! i'm really not in the mood to hear a review of contemporary society again. i can't take this anymore. i'm not your pupil. i was, but i'm not. frederick, we're going to have to make some changes. oh, you know what. i'm suffocating! yes, we're going to have this conversation again. i. i have to leave. i have to move out. because i have to! i don't know. i thought, maybe i'd move in with my parents for a while. well, maybe it'll only be temporary, but i ha--i have to try. no. no. stop accusing me! leave me alone! i'm sorry. i'm saying it now! yeah. but you, god, you knew that was going to happen sooner or later. i can't live like this! what's the difference?! it's just somebody i met! it doesn't make a difference! i have to move out! oh, god, that's too much responsibility for me. it's not fair! i want a less complicated life, frederick. i want a husband, maybe even a child before it's too late. oh, god, i don't even know what i want. tch, oh, what do you get out of me, anyway? i mean. it's not sexual anymore. it's certainly not intellectual. i mean, you're so superior to me in every way that-- oh, god, don't you know it never would have worked? i would have hung up if you hadn't answered and i promise i won't ever do this again, but i just had to tell you, i feel very close to you tonight. very, very close. good night. hi. hi. she's auditioning for a television commercial. she said she's gonna be a little late. oh, god, you know holly. when she's depressed, she's manic. i think it was a good idea that we invited her to lunch. why? oh, hannah, she's-she's just embarrassed in front of you, that's all. oh, me, i'm okay. no. how are you? you know, how's everything? you doing okay? how's frederick? i mean, elliot. really? oh. like what? oh, no! i mean, everyone thinks things like that. hi. april? hmm. i never trusted april, you know. she has eyes in the back of her head. hmm. oh, please! we all came to have lunch, didn't we? boy. holly. holly. you are, holly. stop it. oh, will you stop attacking hannah?! she's going through a really rough time right now. you know, you've been picking on her ever since she came in here. now just leave her alone for a while! i'm just suffocating. i'm-i'm okay. yeah, i-i-i, you know, i. i'm just, um, i got dizzy all of a sudden. i'm-i'm. i have a headache. i think we need to eat. the nights are really getting cooler. summer went so quickly. soon it'll be fall. my literature professor really likes me. it was fun being out with him last night. funny. i feel like i'm betraying elliot. but that's ridiculous. why shouldn't i see doug? elliot's not free. just go one step at a time. let's see what the next few months bring. no. oh, not here. there are too many people around. it's over, elliot. i don't know how to make it any clearer. it's over. i can't see you anymore. look, i'm just as much at fault. i've got to be honest with you. i met someone else. i've met someone else. i. i told you i wasn't going to wait forever. it's been nearly a year since our first time and you're still married to my sister, which. i now realize is fine because you're probably much more in love with her than you know. yeah. uh, well, sure we did. an- an-and in a way you led me on, because i truly believed you were unhappy with hannah. otherwise, i would never have let myself be drawn in. i was very weak. so were you. now i've met someone else. dinner soon? uh-huh. good. i care a great deal about him, yes. ah, it's over! elliot, i mean it. it's over! hey, hannah, did you read that last thing holly wrote? it was great. she's really developed. yeah. i'll get some ice.