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1. INT. Hannah's Apartment - NIGHT
A party is held at Hannah's apartment. Elliot is secretly infatuated with Lee, his sister-in-law, and struggles with his feelings while interacting with guests and his wife, Hannah.
Hannah, Lee, Holly, Elliot, Norma, April
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2. INT. Hannah's Kitchen - NIGHT
Holly asks Hannah for a loan to start her catering business.
Hannah, Holly
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3. INT. Hannah's Living Room - NIGHT
The sisters gather in the kitchen while their parents sing in the living room.
Hannah, Lee, Holly, Evan, Norma
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4. INT. Hannah's Dining Room - NIGHT
Hannah and Holly prepare the dining room for Thanksgiving dinner.
Hannah, Holly, April
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5. INT. Hannah's Bedroom - NIGHT
Elliot and Lee have a private conversation in the bedroom.
Hannah, Lee, Elliot
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6. INT. Dining Room - NIGHT
The family has Thanksgiving dinner and Evan gives a toast.
Hannah, Lee, Holly, Elliot, Evan, Norma
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7. EXT. Manhattan Street - NIGHT
Lee reflects on Elliot's behavior while in a taxi.
Lee
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8. INT. Frederick's Loft - NIGHT
Lee returns home to Frederick.
Lee, Frederick
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9. INT. FREDERICK'S LOFT - NIGHT
Lee and Frederick discuss their relationship and Elliot's interest in Lee.
Lee, Frederick
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10. INT. TV STUDIO CORRIDOR - NIGHT
Mickey deals with production crises and a difficult actor.
Mickey Sachs
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11. EXT. BEVERLY HILLS BOULEVARD - DAY
Mickey reflects on his life and his ex-partner.
Mickey Sachs
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12. INT. HANNAH'S APARTMENT FOYER - DAY
Mickey visits Hannah for their sons' birthday.
Hannah, Mickey Sachs
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13. INT. DR. ABEL'S OFFICE - DAY
Mickey undergoes medical tests for his ear issues.
Mickey Sachs
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14. EXT. STREET CORNER - DAY
Mickey calls another doctor to discuss his symptoms.
Mickey Sachs
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15. INT. MICKEY'S OFFICE - NIGHT
Mickey panics about his health while at work.
Mickey Sachs
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16. INT. Television Studio - DAY
Mickey is anxious about his health and his show, while Gail tries to keep him focused on work.
Mickey Sachs, April
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17. INT. Loft - DAY
Holly and April are catering a brunch party where they meet David.
Holly, April, David Tolchin
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18. EXT. Manhattan Street - DAY
David shows Holly and April his architectural work and other buildings in the city.
Holly, April, David Tolchin
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19. EXT. Manhattan Street - NIGHT
David drops Holly and April off after their tour.
Holly, April, David Tolchin
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20. EXT. Street outside Frederick's loft - DAY
Elliot tracks down Lee and they have a chance encounter.
Lee, Elliot
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21. INT. Pageant Book & Print Shop - DAY
Elliot and Lee browse a bookstore together.
Lee, Elliot
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22. EXT. Street outside bookstore - DAY
Elliot and Lee leave the bookstore, discuss an AA meeting, and share a moment about a poem before Lee leaves in a taxi.
Elliot, Lee
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23. INT. Frederick's loft bedroom - NIGHT
Lee reads poetry in bed while Elliot reads the same poem in his den.
Lee, Elliot
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24. INT. Mount Sinai Hospital - DAY
Mickey undergoes a series of medical tests.
Mickey Sachs
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25. INT. Dr. Grey's office - DAY
Dr. Grey discusses the test results with Mickey.
Mickey Sachs
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26. EXT. Mount Sinai Hospital - DAY
Mickey leaves the hospital, anxious about his health.
Mickey Sachs
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27. INT. Mickey's apartment - NIGHT
Mickey wakes up in a panic and has a flashback to a doctor's visit with Hannah.
Mickey Sachs, Hannah
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28. EXT. Grove Street - DAY
Mickey and Hannah discuss the infertility diagnosis.
Mickey Sachs, Hannah
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29. INT. Hannah and Mickey's living room - DAY
Mickey and Hannah ask Norman and Carol to be sperm donors.
Mickey Sachs, Hannah
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30. INT. Metropolitan Opera House - NIGHT
David and Holly attend the opera.
David Tolchin, Holly
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31. INT. Frederick's loft - DAY
Elliot brings Dusty Frye to meet Frederick and Lee, leading to an awkward confrontation.
Elliot, Lee, Frederick
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32. EXT. Street outside loft building - DAY
Dusty and Elliot leave the loft; Elliot is distressed and makes a secret phone call to Frederick.
Elliot, Mickey Sachs, Frederick
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33. EXT. Street near phone booth - DAY
Elliot meets Lee on the street and confesses his love for her.
Lee, Elliot
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34. EXT. Street corner outside Evan and Norma's apartment - DAY
Hannah arrives at her parents' apartment building.
Hannah
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35. INT. Evan and Norma's apartment - DAY
Hannah visits her parents and deals with their dysfunctional relationship.
Hannah, Evan, Norma
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36. INT. Hospital CAT-scan room - DAY
Mickey undergoes a medical scan.
Mickey Sachs
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37. INT. Dr. Brooks' office - DAY
Mickey receives his medical results.
Mickey Sachs
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38. INT. Mickey's office - DAY
Mickey discusses his existential crisis with Gail.
Mickey Sachs
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39. INT. St. Regis Hotel room - NIGHT
Elliot and Lee meet for an affair.
Lee, Elliot
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40. INT. Frederick's loft - NIGHT
Lee returns home to Frederick and they argue.
Lee, Frederick
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41. INT. Frederick's Loft - NIGHT
Lee tells Frederick she is leaving him, leading to an argument about her infidelity.
Lee, Frederick
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42. INT. Hannah's Bedroom - NIGHT
Elliot, feeling guilty about his affair with Lee, decides he must end it.
Hannah, Elliot
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43. INT. Living Room - NIGHT
Elliot calls Lee to end the affair, but Lee expresses her closeness to him.
Lee, Elliot
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44. EXT. University Library / Central Park - DAY
Mickey reflects on life, love, and his past date with Holly.
Mickey Sachs
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45. INT. Rock Club - NIGHT
Flashback to Mickey and Holly's disastrous date at a rock club.
Holly, Mickey Sachs
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46. INT. The Carlyle Club - NIGHT
Mickey and Holly continue their date at a jazz club.
Holly, Mickey Sachs
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47. EXT. The Carlyle Hotel - NIGHT
Mickey and Holly argue after leaving the club.
Holly, Mickey Sachs
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48. INT. Hotel Room - DAY
Elliot and Lee dance together.
Lee, Elliot
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49. INT. Hannah's Dining Room - NIGHT
Hannah confronts Elliot about his distant behavior.
Hannah, Elliot
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50. INT. Soho Clothing Boutique - DAY
Hannah and Holly shop for clothes.
Hannah, Holly
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51. INT. Clothing Store - DAY
Hannah and Holly shop for clothes while discussing Holly's audition and her dating life.
Hannah, Holly
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52. INT. Theater - DAY
Holly auditions for a musical, followed by April.
Holly, April
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53. EXT. Street outside Theater - DAY
Holly and April discuss their auditions and April's date with David.
Holly, April
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54. INT. Father Flynn's Office - DAY
Mickey discusses his desire to convert to Catholicism with Father Flynn.
Mickey Sachs
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55. INT. Mickey's Parents' Apartment - DAY
Mickey argues with his parents about his decision to convert.
Mickey Sachs, Evan, Norma
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56. INT. Mickey's Apartment - NIGHT
Mickey brings home religious items.
Mickey Sachs
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57. INT. Restaurant - DAY
Hannah, Lee, and Holly meet for lunch.
Hannah, Lee, Holly
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58. INT. Restaurant - DAY
Hannah, Lee, and Holly have a tense lunch where Holly's career aspirations and Hannah's perceived lack of support are debated.
Hannah, Lee, Holly
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59. INT. Analyst's Office - DAY
Elliot discusses his inability to leave his marriage with his analyst.
Elliot
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60. EXT. Columbia University Campus - DAY
Lee is seen at Columbia University while Elliot narrates his struggle with their relationship.
Lee, Elliot
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61. EXT. Central Park - DAY
Mickey talks to a Hare Krishna leader about religion and death.
Mickey Sachs
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62. EXT. Waterfront - DUSK
Lee reflects on her life and her relationship with Elliot.
Lee
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63. EXT. Subway Entrance - DAY
Holly calls Hannah to discuss her script and Lee's new boyfriend.
Hannah, Holly
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64. INT. Hannah's Apartment - NIGHT
Thanksgiving gathering at Hannah's apartment.
Hannah, Lee, Holly, Elliot, Evan, Norma
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65. INT. Hannah's Living Room - NIGHT
Hannah sits alone in the living room.
Hannah
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66. INT. Hannah's Bedroom - NIGHT
Elliot and Hannah reconcile in bed.
Hannah, Elliot
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67. INT. Tower Records - NIGHT
Mickey runs into Holly at a record store.
Holly, Mickey Sachs
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68. EXT. New York City street - NIGHT
Mickey walks through the city and spots Holly in Tower Records.
Mickey Sachs, Holly
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69. INT. Tower Records - NIGHT
Mickey approaches Holly and they discuss their past and her writing.
Mickey Sachs, Holly
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70. INT. Mickey's Apartment - DAY
Holly reads her script to Mickey.
Mickey Sachs, Holly
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71. EXT. Central Park - DAY
Mickey tells Holly about his suicide attempt and subsequent change in perspective.
Mickey Sachs, Holly
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72. INT. Hannah's Apartment - NIGHT
Thanksgiving dinner gathering.
Hannah, Lee, Holly, Elliot, Evan, Norma
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73. INT. Living Room / Den / Dining Room - NIGHT
A party is in progress at the family home. Holly and Mickey share an intimate moment in front of a mirror where Holly reveals she is pregnant.
Evan, Norma, Holly, Mickey Sachs