NOTE: This spoiler sent in by Plennimadd.

The movie starts out in a small diner in L.A. Sofia is gently breaking Carter's (Adam Brody) heart, and he starts silently crying. Some girls pass by and recognize Sofia, and gush over her and ask for her autograph, while Carter sits there with red, wet eyes. The girls leave and Sofia finishes breaking up with Carter. He begs her to just sit with him for a few minutes and talk to him, but she says it's too hard and leaves. As she walks away, the audience can see that, although she was straight faced when she dumped him, she starts crying too.

Carter walks out of the diner and lights a cigarette that just hangs off of his lips. He gets in his car and listens to his voicemail. It's his boss, yelling about a script that Carter turned in; we find out Carter writes soft-core porn. The next scene is him walking into his mom's house, who seems surprised to see him ("What are you doing here?"), and plopping down in a chair. She seems to have been crying and he asks what's wrong. She says she just spoke with her mother and her mother is convinced she is dying, and Carter's mom (Agnes) just feels so sorry for her. She says she's going to fly out to Michigan to stay with her. Carter sits up and says he should go stay with Gramma, that it would be just what he needs. Agnes is confused, and Carter explains that Sofia dumped him, about "an hour and a half ago...I was in traffic," which gets his mom very upset because Sofia was "just so beautiful". He asks his mom not to make a big deal out of it. His mom asks about how Michigan would affect his job, and he says "I write soft-core porn, you think I can't do that from Michigan?" He talks about writing a thing he's been trying to write since he was 15 (he is now 26) about growing up in L.A. He also says he just wants to be alone with his Gramma. Cut to a very nice car (Mercedes I believe) driving down the road with 10 year old Paige singing loudly along to a song on the radio, while her teenage sisterLucy (Kristin Stewart) jokingly tells her she's a freak. They pull up to the extremely nice Hardwicke house and Paige talks about how she wants to live through Lucy and Lucy's dates with quarterback Gabe, since she's too young to have a life of her own. They go inside, and Lucy's mom Sarah (Meg Ryan) calls Lucy into the kitchen, where she says she has something she needs to tell Lucy. She asks if it can wait, since she has some things to do. Sarah tells her that she went to the doctor because she found a lump in her breast, but that they didn't know anything yet and that Lucy's dad was going to bring her to get tests done the next day. She also tells Lucy not to worry.

Then we see Carter's taxi pull up to the house across the street, which is completely opposite of the girls' house: it's small, run down, and overgrown with weeds.

He knocks on the door, greets his gramma, and she tries to shut the door in his face. He stops her by saying "It's me, Carter, my mom is Agnes, who is also your daughter." She opens the door and says she never thought she'd live to see his face again. He asks if he can come in and she shows him to the spare room, which has no sheets on the bed and no decorations whatsoever. She asks if he can cook; he says a little, and she says good because she hasn't eaten anything in 3 weeks. He says you haven't eaten anything in 3 weeks? to which she nonchalantly replies "I had some pasta." We see that her house is in great disarray. Carter calls his mom on his cell phone and lets her know that he's there; his Gramma comes in and says he has a phone call. He picks up the house phone and it's his boss, who got the number from Agnes. Carter talks to his mom on the cell, you gave him the number? Why? and says he'll call her back. The boss asks where he is and Carter says out of town but I'll send you the new script on Monday, maybe Tuesday. Then the guy starts yelling at him again about a scene in his script that has Nicole sleep with her DSL install guy, even though she's already having an affair with her yoga instructor; apparently "Nicole" doesn't understand why her character would do that, even though the boss told Carter to write that scene into the script. Carter explains that the character Nicole is basically a sex addict and that she just has to have it whenever, whereever; then his Gramma, on the other phone, pipes in that that will go away eventually. The boss starts to ask for a scene where a hot police officer...and is cut off by Carter exclaiming woah woah my Gramma's on the line!

That night Carter is bringing out loads of trash to the road, and Lucy is across the street, smoking a cigarette. She laughs when Carter drops the adult diapers on the ground, then runs and hides on the side of the house as he looks over and her mom Sarah comes out with the dog Bozo to go for a walk. She asks Carter if he's from the nursing home to take care of Phyllis and he explains that he's her grandson, which she finds very sweet. They talk for a minute, then a very loud Corvette pulls up with a Jeep behind it to pick up Lucy, and Sarah says she's got to go before she gets that look from Lucy like she's the most embarrassing mother in the whole world. Lucy comes out and Eric (Dustin Milligan) asks if she wants to sit in the front next to Gabe, but Lucy declines; then she runs over to Carter and asks him not to tell Sarah that she was smoking. He agrees, if she'll give him a cigarette, which she does. She climbs in the back seat of the Corvette and they drive away.

The next day Carter answers the doorbell and finds Sarah outside, offering a plate of cookies that she made. He responds that they look very much like fig newtons, and she replies she's a terrible baker, she didn't so much as make them as she wrapped them and put them on the plate. He thanks her and says that Phyllis will eat them all, which is kind of scary.

Then she asks him if he wants to go for a walk, as she is walking the dog. He says sure and grabs his jacket. It shows them walking down the street and he's rambling on about his relationship with Sofia, and how he found all these old love emails that he had written to her, and Sarah says she's never gotten a love letter like that. He says that he prides himself on being a good listener but whenever he meets new people he finds himself doing all the talking. Sarah says maybe he's not that good of a listener, to which he responds "Hm?" She repeats herself and Carter says "No, that's not it, I'm a great listener."

Cut to down the road a bit and Sarah is talking to him about her life, and how she is always talking about Nelson's career and Lucy and Paige as if they were all herthings, and that she doesn't want to wake up one day and wonder where her life was. He asks what she does all day and she is vaguely offended and tells him she's always driving someone somewhere, or keeping up the house, and she's on like 15 different boards, and he apologizes. She talks about Lucy hating her. He says she's a teenage girl, wouldn't it be kind of weird if she didn't feel that way? Sarah sort of agrees. They find themselves back in front of their houses and she says this was really nice, we should do this again. He asks about tomorrow and she says no, she has an appointment, so he seems sort of rejected and starts to walk away, and she says Wednesday. He agrees, then she turns around and says "Shit" a few times. Apparently she is a last-word freak, so he says he'll go inside and she can just shout something to him as he walks away. So she does, and he turns around and smiles at her, and almost says something back but she stops him.

That night Sarah is in the kitchen with Nelson and Lucy, and Sarah is trying to talk Lucy into asking Carter to go see a movie, since he doesn't know anyone here. Lucy is against it, as it would be awkward and embarrassing; Nelson agrees with Lucy and Sarah storms out, since she can't compete when they team up on her. She goes upstairs and takes a full cup of medicine and some pills, and when she walks out Nelson is there. He tells her that no matter what, he'll be there for her, and that they'll get through this as a family. She says she was just trying to do something nice for someone, and he says that Lucy is going to come up and apologize and that she is going to ask Carter on the movie date.

The next morning Sarah gets out of bed and listens to a message from the Cancer center confirming her appointment. Carter goes jogging, and we see short flashbacks of his time with Sofia and see how happy they were together. He starts running faster and is lost in thought and slams right into a tree, then just lays on the ground with his eyes closed. Lucy finds him, asks if he knows where he is, and offers to drive him home. He refuses, saying he needs to keep running, it's healthy; but the next scene is of her pulling up to her house and him slowly getting out. He thanks her and starts to walk home. Lucy looks at her house with her nail in her mouth, like she is thinking about talking to him again but she doesn't really want to, then finally she stops him and asks him on the embarrassing movie date. He asks if her parents let her go out on school nights and she says no, and he asks if they'd make an exception for him.

She thinks maybe they would, so he tells her to find out and get back to him. We see Sarah and Nelson pull up to the house and it's obvious that they news was bad. She says she wants to tell Paige alone, but that she wants Nelson to tell Lucy. The girls are driving home together and Lucy is telling Paige how Carter responded to the date question. Paige insists that Lucy take her along. They go inside, and Sarah takes Paige for ice cream while Nelson takes Lucy in the other room. We see Sarah and Paige at the ice cream place, and Paige asks her mom a couple of questions, then says that she stole 20 dollars from Sarah's purse last February. She wanted to start saving money but she didn't have any so she needed a foundation, and she'd been wanting to tell Sarah for a while. She says that she doesn't keep secrets from her mom and she knows that her mom always tells her the truth, and she asks if Sarah is going to be ok. Sarah doesn't reply, she just looks at Paige with a sad smile.

The next day Sarah gets ready to go on her walk with Bozo and Carter, and Carter gets ready--it's apparent that he is putting extra effort into it. When he answers the door, Sarah does a double take and says "You look good. Better than the other day."

They go off on their walk, and she asks him what the name of his ex girlfriend is; he tells her Sofia. She asks him if Sofia was his first love, and he says yeah, kind of, that he dated girls in high school but he always seemed to project this fantasy on them of how he wanted them to be, and they usually only lasted about 4-5 months. Sarah asks if Sofia was different and he says yes, then says no, I guess not. Sarah says she wants to show him something and takes him to the middle of the woods, where it's quiet and peaceful, then tells him that Nelson is having an affair. She says she found out about it awhile ago but that she didn't do anything about it, for the kids and for the lifestyle and that Nelson is actually a really pretty decent guy, then asks if she can hug Carter. He agrees and holds her as she cries.

They go back to their houses, and he asks about more walks, but she says she doesn't know when she'll be able to do this again, that she has a lot to do and more appointments. He starts to turn away and she says but I do need to go grocery shopping and he says I'll go. At the grovery store Sarah is talking about moments when she felt alive, and that she knew that's where she was supposed to be at that exact moment, like when she went to New York and sat in the Met all alone, or once when she picked up Paige and Paige was rambling on about her day. She says she wants to be able to be the person that just does what they want to, the kind of person who would eat that candy bar in the middle of the store. Carter hands her one and tells her to go for it, so she does. He is staring at her and it's obvious he is becoming smitten with her. She looks at him and says I have to tell you something, he says I have something to tell you too. She tells him to go first, and he says "I think your husband is out of his mind." She smiles, and it looks like she hasn't been complimented in a very long time. He asks what she had to tell him and she says it was nothing. She also mentions that Lucy wants to take him out on a school night, and that she's making an exception for him.

We see Lucy in the basement of their house, painting, and Paige comes downstairs all dressed up for their date with Carter. Lucy asks if she's sure she still wants to go with all that's going on, and Paige replies that when she gets freaked out she does all kinds of research on the internet, and that she's learned all she could learn about the subject. She says that they'll probably want to do a mastectomy, then a couple weeks later they'd start chemotherapy and radiation. She seems just like a little mom in this scene as she explains everything to Lucy, and Lucy agrees to go on their date. At the mall, Paige asks Carter if he want to get some pizza, and they pass by a store with a huge picture of Sofia in the window, which Carter stops to stare at. Lucy says that she's not all that, and Paige exclaims how awesome she is and that she rented Sofia's movie onDVD, and that she has been seen recently with Colin Ferrell, and Carter says he has to go to the bathroom.

He rinses his face and tells himself to get over it. Then a toilet flushes, and Eric comes out of the stall in uniform, and recognizes Carter from the other night. He's embarrassed and says that his worst fear is to finish taking a huge dump and when he comes out he knows the other guy in the bathroom. Carter says "That's your worst fear?" and Eric says "It's up there." They walk out of the bathroom together and see Lucy and Eric is obviously crushing on her bad. She asks if they became friends in the bathroom or something, and Paige knows his name and that he works at the Orange Julius and she LOVES the Orange Julius. Eric says that he works there because he built the Corvette from the other night but that he had to borrow money for it, and that's why he has the job.

So they all walk away and Eric calls after them it was nice to meet you, uh, dude. Over pizza, Carter asks Lucy about her high school experiences, since he went to a private school and felt like he never got the full experience; for instance, they didn't even have a football team. They stand in front of the movie theater that is only showing 4 movies and Paige wants to see the new Colin Ferrell movie, which Carter immediately shuts down and asks what her obsession with that guy is. When they get home, Paige is exhausted and Carter tells her he had a great time.

As he walks towards home, Paige sleepily calls back, "Carter? Will you marry me?" He answers with "Yes." They all go inside. In his room, Carter is startled by Lucy knocking on his window. He opens it and she tells him to grab a sweater. She drives him out to her school football field, and they sit on the grass and talk. She says she's sort of dating the quarterback, but that they haven't really even kissed yet, that she was afraid to kiss him, and Carter tells her that when it's with the right guy at the right moment, it will happen. She also tells Carter that her dad is having an affair, and that she's mad at her mom, not her dad.

The next day Carter is cooking soup and his Gramma is scrubbing the floor on her hands and knees. He tells her to stop, that he'll get it in a minute, and his cell phone starts vibrating. She asks what that is, and he says it's probably his boss calling to tell him that he no longer has a job. She asks what he does and he says he's a writer, and she asks what he writes. He hestiates, then says he writes children's books. She says she loves children, then corrects herself and says she used to love children, but she wants to read one of his books. He tells her he didn't bring any from L.A. and she says it would have been nice to have read one of his books before she died. He gets down on the floor with her and says I hate to be the one to tell you this, but you're not dying, so please stop talking about it. She starts talking about how when he finds her cold lifeless corpse he needs to call Hospice and they'll take care of everything in a timely manner, and the number is on the phone in the living room, does he want to see it?

The doorbell rings and he says it must be the delivery guy. Phyllis says thank God, that soup you're making sucks. He pays for the delivery and it is pouring down rain, and he sees Sarah just standing in the middle of the street in the rain. He puts the food inside and goes out to talk to her, and she is crying and tells him she has to tell him something, that she has cancer and they are going to do a mastectomy and she is sobbing something terrible. She sits down onthe curb and he sits down with her, and he tells her that he's right there with her and he's telling her that everything is going to be alright, and she looks at him and he kisses her suddenly. She stands up and says she didn't mean, and he kisses her again, and again, and she lets him, and the screen fades to white.

Carter is sitting in front of his computer, staring at the words "FOR SARAH" but he can't think of anything to write. So he deletes that and starts writing a story about a teddy bear who was thrown out by his owner for Colin Ferrell. He hears the doorbell and gets up but Phyllis gets there first. It's Lucy, and she gasps in shock as Phyllis is only wearing a long sweater, with no pants. Carter is extremely embarrassed and sends Lucy to his room, and tells Phyllis that under no circumstances is it ok to ever interact with people when she's not dressed, and to go put some pants on. He asks Lucy to forget it ever happened, and asks about her mom, that he's been meaning to go by. She tells him she has a problem that she wants his advice on. Since she took so long deciding whether or not to hook up with Gabe, he hooked up with her best friend, and now there's this party tonight, and...he interrupts her and tells her she should go, look great, be nice to everyone, and have a good time. She wants him to go with her, since he's older, and intelligent, and mysterious. He admits that he is mysterious. So they go to the party, which happens to be at the house of the man Agnes had a huge crush on in high school. They run into (we suspect) her best friend that hooked up with Gabe, who seems shocked that Lucy came. She snobbily asks who Carter is, and he says "I'm, her best friend...and you are?" Before she can reply another girl comes over and grabs Lucy to tell her some gossip and drags her away from Carter. Carter tells her to have fun. He is seen in a room by himself, looking at pictures of Rodney, the guy his mom never got over.

He says "This guy is a total asshole. I could have been the son of an asshole!" His cell phone rings and answers it without looking at it, and says "Mom you'll never guess where I'm standing." Instead of his mom, it's Sofia, who is sniffling and tearily tells him that she misses him, her best friend, and she wants to talk to him and see him. Then Gabe bursts through the door with a posse of his buddies and asks Carter if he's the guy who's trying to mack on Lucy. Carter tells Sofia he'll have to call her back, and goes outside with the boys. Gabe rants and raves about Carter coming on his turf and trying to get with his girl and uses lots of high school slang, which Carter doesn't understand, and laughingly tells him so. Gabe angrily asks if he understands, and Carter says that his reply will depend on whether or not he's learning disabled, or if he's just that big of a moron. Gabe punches him and knocks him to the ground. Carter stands up and says something else about Gabe being a moron, and Gabe rushes him to punch him again. But Eric jumps in the way and slams his fist into Gabe's face first, and Gabe wants to know what the hell he's doing. Eric says this guy happens to be a good friend of mine, and Gabe calls him an asshole. Eric replies that everyone knows he's not the asshole in this situation, and that she (talking about Lucy) is amazing, and beautiful, and goes on and on about Lucy as she comes outside just in time to witness this, and Eric says that Gabe screwed it up. Then he says "I can't believe I let you drive my car" and leaves. Lucy runs over to Carter and they leave together.

Once home, Carter admits that was the first time he'd ever been punched, and he's not a fan. Lucy proceeds to tell him that when she was 11, she was at a boy friend of hers house and his parents weren't home, and they started playing truth or dare and clothes got taken off and it went too far and she got freaked out, and then he freaked out and said it was all her fault it went so far, and the next day at school he had told people what happened, and parents and police got involved, and that her mom had never helped her through it. She didn't understand why when she needed her mom most, she wasn't there for her, but she was expected to be there for her mom. Carter gets angry and says because she could die, then apologizes and gets out of the car and walks towards his house. Lucy gets out and yells at him about it, and he tells her there's a big world out there and she needs to understand that. She asks if they're done, and he says yeah, we're done, and walks away. He stops and turns around just in time for her to throw herself into his arms and passionately kiss him, which he reciprocates for a moment then pulls away, saying I can't do this, I can't. Inside Lucy's house, we see Sarah watching the embrace, but unable to hear Carter saying he can't do it. Lucy goes home and paints an amazing picture of herself all in shades of blue.

About a week later, Carter is out jogging again and goes over the the Hardwicke house. He goes inside and Sarah tells him not to come any closer, that she hurts all over, and says it was her fault, but that he will never touch her daughter again. He tries to apologize and explain but she doesn't let him. She tells him to get out and not come back. He slips a letter into her purse and leaves. Sarah opens her hand and drops a lock of hair, then goes in the bathroom and begins to cut/shave all her hair off. Lucy goes over to Carter's and is upset that she hasn't heard from Carter in 5 days, and is he mad at her? He says no, but that he can't see her anymore, and she gets mad and goes home. He calls after her that he wasn't the guy, but that if she thinks about it she'll know who that guy is. Inside she hears pots and pans banging in the kitchen and she rushes in there to find Sarah on the floor, saying she feels sick, and watches as her mom vomits. Lucy tries calling Nelson but he's not in the office (alluding to the fact that he's out with the other woman) so Lucy helps Sarah up and drives her to the hospital. They tell her that her white blood cell count is down and that her immune system is not working right but that it's normal for the chemo, and that she just needs rest for a while.

Nelson comes in with Paige, who is dressed in a karate outfit and crying. Lucy shoots daggers at Nelson, who tries to mumble a pathetic apology, but Lucy leaves the room to get a soda. When she comes back, everyone is gone and Sarah says Paige was tired so she sent them home. Lucy and Sarah have a heart to heart, where Sarah asks her why she hates her, and Lucy isn't even sure anymore, she's just been doing it so long. Lucy hugs her mom and leaves. Sarah gets out of the hospital bed and pulls the letter Carter wrote her out of her purse and reads it. It's not an "I Love You" letter but he explains that mostly he just wants to say thank you, and it's a very heart felt letter.

While Sarah is reading it, we see Lucy driving down the road, making a U-Turn, and driving to the mall. She goes inside to the Orange Julius, and Eric hops the counter when he sees her and smiles, and she smiles back and kind of giggles. Carter tries calling Sofia, but she's at a party and is wasted and says it's New Year's, but Carter tells her it's October. She says she'll call him later and hangs up on him.

At Phyllis's house, Carter holds a copy of his teddy bear story, which is mostly about Carter himself. He brings it out to the living room and tells Phyllis that he had one of his children's stories fed exed over from L.A. so that she could read it, but Phyllis just sits in the chair, not moving. Carter pulls a mirror out of a drawer and holds it under her nose to see if she's breathing, but she's not. He sits dejectedly on the couch and picks up the phone. It has the hospice number and "Call in a timely manner" on the handle of the phone. He picks it up to call and under the handle, the only other phone number she has listed is Agnes. It's kind of a sad moment, that those are the only two numbers she has listed on her phone.

Carter stands outside as the leaves blow around him. He looks over with tears in his eyes and sees Sarah walking with Bozo towards him. He tells her he'll miss her a little bit, and she says good. She asks if he wants to go for a walk, but he says he can't, and motions towards the house. She understands, and walks away, then turns around and says Carter, and he says yes, and she says, "You're welcome." He smiles, and it fades away.

Next we see Carter in a diner in L.A. and he flirts with the cute waitress and asks her to read part of the story he's writing about his Gramma.

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