Sarah Polley plays a timid 20-year-old who comes into her own under the intellectual and romantic guidance of a much older photographer/artist (Stephen Rea). Also with Jean Smart, Gina Gershon, Paul Dooley, Francis Guinan, Jasmine Guy, Tracy Letts, Sandra Oh, Carrie Preston, Emily Procter, Grace Una, Gedde Watanabe, Sharon McNight, Carlton Wilborn and Oded Gross. [1:44]

SEX/NUDITY 7 - Many instances of sexual innuendo (including references to anal sex and fellatio) and many kisses, some passionate (in one scene, we see a shirtless man and woman kissing passionately and briefly see the side of her breast). A man runs his hands up a woman's clothed legs and buttocks, then removes her pants (we see a close-up of her panty-clad buttocks); later, we see them lying on the floor, obviously post-coital (both are nude but mostly covered with a blanket; his bare chest is visible). A man feels a woman's clothed breast and unzips her pants, then we see a close-up of her face as he presumably pleasures her with his hand (the scene ends with a distant shot of her lying across his lap in a chair, but we don't see any movement or nudity). A man rests his head on a woman's clothed breasts. We see an artistic photograph of a nude woman's buttocks, and throughout the film we see many artistic photographs of nude women's breasts (in one photo we see five topless women). We see a topless woman with hair covering her breasts, a woman wearing a towel and a few women in cleavage-revealing tops.

VIOLENCE/GORE 3 - We see a very ill-looking person (pale skin with blotches on the face) who presumably dies. A man pushes a woman into an elevator; also, a woman screams and throws photos at a man. We see a man lying unconscious on the floor; we see blood on a woman's fingers after she reaches behind his head. A man spits out a couple of his slightly bloody teeth into his hand (they broke off while he was eating). Someone undergoing alcohol detox treatment is seen strapped in a hospital bed, convulsing violently and also urinating (we see the stream hitting a woman standing nearby).

LANGUAGE 7 - About 18 F-words, a profane finger gesture, several anatomical and scatological references, a few mild obscenities and an insult.

DISCUSSION TOPICS - Younger woman/older man love affairs, dysfunctional families, death, artists, photography, alcoholism.

MESSAGE - Painful love affairs can also be valuable learning experiences.