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102 - (LSTNT)     Let's Spend the Night Together     09/28/99
Rick is embarassed on a date with Lily when he runs into an ex-girlfriend. A rumor goes around school that it was Grace and Eli caught together, not their parents. Despite encouraging Eli to postpone sex, Rick decides the time is right for him and Lily. The couple fights memories of past heartache during their first night in bed

WRITER: Edward Zwick, Marshall Herskovitz     DIRECTOR: Marshall Herskovitz
 Brooks-Manning Lily    Grace    Zoe
 Sammler Rick    Eli    Jessie
 Ex's Jake    Karen
 Other Family Judy   
 Business David   
 Significant Regulars Jennifer   
Lindsey - Rick's ex-girlfriend, working for Decade Homes, returns from New York
Julie Berman - Julie - Grace's friend in school
Suzanne Lanza - Assistant
Rachel True - Mali, the bookkeeper

Lily's house
Rick's house
Karen's house
Sammler Cassilli
My Sister's Bookstore
Lily's car
Rick's car
Jake's car
Upton Sinclair
Worksite - Rick and David at a construction location
Outdoor bistro - Rick and Lily meet Lindsey

Lily: I have no idea what I'm doing
Lily: I'm 40 years old ...
Lily: <no comment>

Rick: ... the first time?
Rick: ... we went ... crazy
Rick: ... being drunk on somebody else

Lily: He has such beautiful hands

Rick: I was so excited
Rick: ... I am really alone

Lily: I'm not very good when people pull away
Lily: The problem with Jake ...
Lily: When you're 22 ...
Lily: I slept with 3 guys before Jake
Lily: ... he was the sweetest he ever was ...
Lily: I loved being pregnant

Rick: When Karen was pregnant with Eli ...

Lily: I gained 46 pounds with Zoe
Lily: I was doing the bills one day ...

Rick: She lost faith in me ...

Lily: It was my fault

Rick: I just couldn't figure out how to do that ...

Lily: <no comment>

W.G. Snuffy Walden Production/incidental music

Episode Timeline


Day # 1 -- Probably a Tuesday, because when Rick calls in the midst of craziness in the Manning kitchen (Jake getting the girls ready to take to school), he says he can't see Lily "tomorrow" night, since he has to pick up Eli, but "how about Thursday?" Friday, they both have their kids and Saturday's too long to wait. Finally, they decide "tonight," but Lily needs to be home by 9PM.

Rick picks the kids up at Karen's and she urges he have the condom talk with Eli; at school, Eli and Jenn can't wait to study together that night; Grace shares the busted-in-the-LR scene with a friend; David wants to help Rick talk to "E" about sex; Lindsay's back in town; Eli arrives at the office and hears Rick discuss "sexual correctness." L&R go out to dinner and have time for some quick kisses before she has to leave. Rick arrives home just before Eli and Jenn do the deed. Later, Rick lies to three women on the phone -- Lindsay, Lily, and Karen.

Day # 2 (Wednesday) -- Parallel scenes of Judy counselling Lily at the bookstore, and David counselling Rick at a jobsite; Lily informs Judy "We're supposed to see each other tonight." Later that afternoon, Rick and Lily miss each other's calls and, at school, Jenn has heard a distorted account about who was busted in the LR.

Day # 3 (Thursday) -- On the phone at the bookstore, Lily finds out that Rick "didn't not call" her the previous afternoon/night...Spur of the moment lunch date, with Lily informing Rick that Back-to-School Night was cancelled but she wouldn't have to tell Jake; Lindsay surprises both L&R. At school, Eli clears things with Grace about who was busted in the LR. Lily's a little late getting home, with Jake right behind her to take the girls. Eli sets the record straight with Jenn.

Judy watches the flustered Lily try to get ready for her date, then call to leave a message cancelling. At his apartment, Rick hears "something came up," and is very disappointed. Later, Eli stops by to get some socks, and his dad advises that girls "don't always know when they're ready." To take charge and be "the guy," he has to really mean it. So saying, Rick leaves to be "the guy" with Lily. She admits she was petrified, but decides she's ready afterall to go to Rick's. And does, with no apparent curfew (but the first sleepover is still weeks away..)..



Lily and her men
Lily mentions in her interview that she had been with 3 guys before Jake, but one didn't count because it was Homecoming and they were pretty drunk. (BFS)


Thank God
- Rick to Lily, in LSTNT
- Rick to Lily, in TSLJ
- Lily to Rick, in Mediation
- Judy to Lily in TSTA
- Grace to Eli in TL
--Jeanne, Meegram & GraceManning1

What was that noise?
Lily explains, "About life, about what we're looking for." As she says "looking for," you can clearly hear a door slam!
Surely this was a blooper; otherwise Lily, who didn't want to "do this in a living room, thanks to you," would have stopped talking and asked Rick, "Who else is here?" -- Kyblue52

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Season 2 201 202 203 204 205 206 207 208 209 210 211 212 213 214 215 216 217 218 219 220 221 222
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