[Scene: Caroline's apartment. She washes his forehead with a wet washcloth. Richard wakes up.]

RICHARD: I don't remember falling asleep.

CAROLINE: You didn't exactly fall asleep.

RICHARD: Normally I don't open my eyes and get off a couch in a haze without falling asleep first. The last thing I remember was you wanted me to paint Salty and then… oh my God…

CAROLINE: Richard don't pass out again…

RICHARD: No, no, I won't. Do you really want me to…

CAROLINE: Yes, Richard. I thought you'd look forward to it, but passing out?

RICHARD: [stuttering] Um, oh, um, alright, just for the record this was your idea.

CAROLINE: Yeah.

RICHARD: Your idea out of nowhere which I had nothing to do with.

CAROLINE: Yes, Richard. I know what we're about to do.

RICHARD: I'm going to have to go back to the art store. I don't have enough of the colors I'll need for this.

CAROLINE: Ok, I'll be here when you get back.

RICHARD: [stuttering] I thought I was going to paint Salty, that's why I don't have the right paints to do it.

CAROLINE: Yes. Go, before it gets dark.

RICHARD: I should probably buy a few new paintbrushes, too. I'd hate to mess this up…

CAROLINE: Richard, clam down. Go get what you need and you'll be relaxed by the time you get back.

RICHARD: Relax? You don't think I'm relaxed?

CAROLINE: You're very hard to read, but no.

RICHARD: No, no. I'm fine with your idea, your idea…

CAROLINE: Richard what's wrong?

RICHARD: Ok Caroline. Since fate loves to play little games with me and you'll probably end up finding this out somehow, someway, I have to tell you this now.

CAROLINE: Richard I know you've painted women naked before so don't tell me you don't know how to do it. Remember Donna?

RICHARD: I did the same thing for Julia.

CAROLINE: Julia? Oh, Julia! Your unquestioned love in Italy.

RICHARD: Yes. I did a nude of her while we were in Venice.

CAROLINE: Is there anything in Italy you didn't do?

RICHARD: Yeah, sell a painting. Maybe I should have stuck with naked women.

CAROLINE: I don't mind what you did with her. This is my idea. This is you and me. Now forget about her and go get what you need.

RICHARD: How much wine do you have left?

CAROLINE: About half a bottle but it might be gone by the time you get back.

[Exit Richard]

[Scene: The hallway outside Caroline's apartment]

RICHARD: [voiceover in his mind] She wants me to paint her naked, just like Julia did. There's no doubt about it now, Richard. She's the new Julia. Your new sincere amore.

[Enter Annie from her apartment]

ANNIE: Richard, what's with the back pressed against the wall and the heavy breathing? Is there 75% off sale on black clothes at the GAP?

RICHARD: Shouldn't you be taking off 75% of your clothes in preparation for going out with some loser?

ANNIE: Ah, let met guess, Caroline just told you about her little fantasy.

RICHARD: What, she told you about that?

ANNIE: Yes, she has to run everything by me first. It's a new rule since what happened with Joe.

RICHARD: Eight million people in New York and you're the best proofreader she could find?

ANNIE: And you for her boyfriend. I guess she just doesn't like to travel far searching.

RICHARD: Yes, I'm sure that's why she left Wisconsin. Speaking of traveling I have to get to the store.

ANNIE: What for?

RICHARD: Paint.

ANNIE: Ah. You might want to pick up a few more things while you're there. Maybe some condoms and body oil…

RICHARD: Why? What?

ANNIE: I think she might want you to do more than just paint tonight…

RICHARD: Oh come on Annie.

ANNIE: No, no. Listen, do you think you're going to be staring at her all night like that without wanting to…

RICHARD: [Irritated] No, that is not going to happen. I'm not going to risk anything going wrong by jumping the gun with this. I'm a professional artist. I know how to control myself. I've done with before with other women.

ANNIE: None of those other women were Caroline.

RICHARD: When it comes time for Caroline and I to do what you're talking about…

ANNIE: That time's tonight, Richie.

RICHARD: I've been stupid enough to listen to people like you before and it's brought me nothing but trouble.

ANNIE: Richard, she's my best friend, and she isn't getting any younger. I don't want anything to go wrong between the two of you. I want Caroline to be happy.

RICHARD: I need to get going.

[Richard enters the elevator]