A red rose petal drifts through the air above Lester and Carolyn's bed. More and more begin to fall, covering Lester's face and pillow as he stares up at the ceiling. In voice-over, Lester comments that he feels as if he has just woken from a coma, and we see what is hovering in the air above him: a carpet of rose petals and the naked Angela Hayes, who is covered only by a few strategically-placed rose petals that are slowly falling away. Lester smiles, and Angela begins to move, stretching, smiling, and then slowly unfolding her hand into a gentle wave. In a car outside the Burnham house, Jane and Angela are laughing hysterically while they smoke a joint. Jane apologizes for her dad's behavior earlier, but Angela tells her that it's okay - she's used to being drooled over. She starts telling Jane about how ever since she was twelve years old, guys have stared at her, and she's always known what they're thinking about. Jane is slightly disgusted at the thought, but Angela tells her that she likes the attention. She thinks that how men react to her proves that she has a chance of becoming a model and saving herself from "ordinariness." Jane tells her she thinks that it will happen for her, and Angela confidently agrees.
The shot shifts to an exterior view of the car and becomes grainy, indicating that the boy with the camera is once again filming the Burnham family. He watches as Jane gets out of the car and walks towards the house. Suddenly Jane looks up. For a moment it looks as if nothing is there, though two bright red roses are visible in the foreground, but then the boy stands up and turns on the porch light, revealing himself. Jane calls him an asshole, but he simply raises the camera. She flicks him off and walks into the house as he continues to record her. She goes into the dining room and looks out the window. He is gone. Jane turns, and a smile slowly breaks across her face.
The next scene begins with a shot of hands flipping through a red leather daybook. The camera pans out to reveal that Lester is in Jane's room, looking up Angela Hayes' phone number while his daughter is in the shower. He picks up a portable phone and dials Angela's number, nervously glancing at the bathroom door, which is slightly ajar. Angela picks up and says hello twice. Lester opens his mouth to speak, but then the shower turns off, and he hangs up and runs from the room. Jane comes out of the bathroom in a towel and the phone rings. She picks up, and Angela asks why she called her. Jane sees the open daybook and is disgusted when she realizes what must have happened. As she explains the situation to Angela, the shot once again switches to the boy's point-of-view as he films Jane. The boy, Ricky Fitts, is standing in his room across the street, looking out the window. His mother calls out to him that it's breakfast. She is frying bacon, and when he comes downstairs he must remind her that he doesn't eat bacon. He takes some scrambled eggs and sits down. His father is reading the paper at the breakfast table, and Ricky asks him what's going on, to which he replies that the "country is going straight to hell."
The doorbell rings, and they all go silent. The father asks his wife if she's expecting someone, and she says no. Suspicious, he gets up and answers the door. The two Jims from down the block are standing on the doorstep holding a beautiful welcome basket of vegetables and fruit from their garden. The father takes the basket and formally introduces himself as Colonel Frank Fitts, U.S. Marine Core. The Colonel then rudely asks the two Jims - who have introduced themselves as "partners" - what they're selling, and when they assure him that they're just trying to be neighborly, he asks what business they're partners in. They patiently tell him that Jim B. is a tax attorney and that Jim O. is an anesthesiologist. Colonel Fitts simply stands there, aghast. As the Colonel drives Ricky to school, he laments that men like Jim and Jim can be so "shameless." Ricky comments that they don't think they should be ashamed, and his dad tells him that they should be indeed. Ricky quietly agrees with his father, but the Colonel tells him not to "placate him." Ricky looks his father straight in the eye and declares, "those fags make me want to puke my fucking guts out." The Colonel looks at him for a moment, clearly uncertain whether or not Ricky is being serious, then finally decides to take him seriously, agrees, and continues humming. The camera zooms in on Ricky's notebook, revealing a series of numbers that add up to a few thousand dollars.
The next scene begins outside the high school, where Angela is telling two other girls about a sexual encounter she had with a photographer. The two girls clearly can't decide if they are disgusted or impressed, but when Angela finishes the story, one girl comments that she's a "prostitute," and when Angela responds by making fun of her, she comments that Angela's "only been in Seventeen once" and she "looked fat," and then storms off. Angela swears at her as she walks away. Colonel Fitts pulls up, and Ricky gets out of the car. Jane points him out and tells Angela that he's the guy who filmed her. Angela warns her that he's crazy. In ninth grade, she says, he would say really strange things, and then he ended up in a mental institution. Jane wants to know what he did, and Angela starts to tease her, loudly insisting that Jane has a crush on Ricky. They're interrupted when Ricky approaches Jane to introduce himself as her new neighbor. She reminds him that she saw him filming her last night, and he apologizes, commenting that he just finds her "interesting." She rebuffs him, but he coolly replies that he's "just curious," then walks past them into school. Angela calls him a freak, but Jane is clearly impressed by his striking confidence. Angela points out that there must be something wrong with him: he didn't look at her once.
That night, Colonel Fitts and his wife sit in their living room watching a black-and-white army film on television. They watch in silence that is only broken when Colonel Fitts laughs loudly at a joke. The front door opens, and Ricky comes in and sits down on the couch. Out of nowhere, Barbara says, "I'm sorry, what?" Ricky gently tells her that no one said anything, and she apologizes. The three of them sit together silently.
Carolyn and Lester are walking into a party, arguing. Lester is complaining about having to come along, saying that she always ignores him anyway, and Carolyn defends herself, insisting that this is an important part of her job and that he can't make her feel guilty for this. She asks him to please try to look happy, and he sarcastically tells her that he is happy. Right when they enter the party, she spots Buddy across the room and hurries to greet him. He calls her Katherine accidentally, but she laughs off the mistake. Lester comments that he and Buddy have already met, but that he wouldn't remember himself either. The others laugh awkwardly, and Carolyn tensely asks him not to be so "weird." He smiles and tells her he won't be, then pulls her into a long embrace as Buddy and his wife Christie look on awkwardly. When he finally lets go, she looks stunned and a little irritated. Lester goes to get a drink, and Carolyn tries to laugh the incident off. Lester sits at the bar as Carolyn hobnobs with the agents.
Suddenly, Ricky approaches in a waiter's uniform, carrying a tray of champagne. He recognizes Lester and introduces himself. After a moment he asks Lester if he gets high, and Lester visibly perks up. Carolyn is sitting at a table with Buddy, drunkenly confessing how much she admires him. She asks him if she could "pick [his] brain" sometime, to which he replies, "I'd love to." She's surprised, but clearly happy. Outside in the parking lot, Lester and Ricky are smoking pot and laughing. Suddenly, the door opens and a man in a suit emerges to tell Ricky that he's not paying him for this. Ricky tells him that it's fine, because he quits, and the man slams the door. Lester tells Ricky that he has just become his "personal hero" and asks him how he can quit just like that. Ricky explains that he just uses these jobs as a cover for his real source of income, indicating the joint as he passes it to Lester. Suddenly, Carolyn loudly calls Lester's name and steps out into the parking lot. Lester starts to laugh as he introduces Ricky, but Ricky keeps his cool, explaining that he lives next door and goes to school with Jane. Lester is surprised to hear this. Carolyn tells Lester that she's ready to leave and that she'll be waiting in front. Lester continues to laugh, telling Ricky that he's "in trouble." As he leaves, Ricky tells him to let him know if he wants any more pot.
In the next section of the film, Lester's character continues to develop in positive - although undeniably complex - ways. Again the audience must deal with the fact that Lester is having graphic fantasies about a fifteen-year-old girl. On the other hand, though, Lester's fantasies are barely pornographic. They are beautiful, romantic...even innocent. Lester isn't really fantasizing about having sex with Angela; he is fantasizing about opening himself up to the loving, sexual feelings that he has been repressing for so long. Lester's actual fantasies contrast strikingly with the fantasies that Angela imagines men have about her. Angela tells Jane that she knows men fantasize about having sex with her; interestingly, however, the one man whose fantasies we are privy to imagines only watching her laying in a bed of rose petals. Jane finds Angela's assessment of men's fantasies disturbing largely because Angela seems to enjoy the fact that she is viewed as a pornographic object. Although Angela puts on a remarkable bravado, her true insecurity is revealed by her estimation of how the men around her view her.
Jane and Angela offer two very different perspectives on the issue of desirability. Indeed, they are so very different that it is often difficult to see what binds them together in friendship. Angela takes her desirability as a given and uses her experiences to justify her beliefs. At the same time, however, Angela's definition of "desire" is limited and degrading. Jane clearly doubts her own desirability, and thus takes extreme pleasure in Ricky's bizarre signals that he finds her desirable. Though Jane clearly suffers from a serious lack of self-confidence, her willingness to reveal her insecurities makes them, in some ways, less profound than Angela's. It is difficult, for example, to imagine Jane getting pleasure out of someone's father awkwardly flirting with her; Angela, however, takes pride in Lester's interest because any signal that a male finds her attractive bolsters her flailing self-esteem. At the same time, Jane is tremendously hurt by her father's interest in Angela because it validates Angela's worldview - that she is attractive, and that Jane is not. Similarly, Angela views Ricky as dangerous because he threatens her worldview by finding Jane more attractive than her.
The most significant aspect of this section of the film is the introduction of the Fitts family. Even though they live on the same safe, suburban street, the Burnham and Fitts families are enormously dissimilar. The Burnhams are a perfectly typical American family (the point being, of course, that behind closed doors there is no such thing as a "normal" family). The Fitts family, however, is clearly abnormal - the wife is seriously damaged, the father is angry and bitter, and the son is a drug dealer doing whatever he can to survive in his dangerous environment. There is serious tension in the Fitts house, but despite the fact that their problems seem more profound, their issues do not seem to invalidate the Burnhams'. In fact, an interesting question to consider is who will be more damaged by his or her childhood: Ricky, or Jane.
Already Ricky seems to be the more resilient of the two, and his role in the film is clarified when he meets Lester at Carolyn's party. Once again, Lester is being dragged somewhere he doesn't want to go. At this point, Lester is beginning to sound like a petulant child: he doesn't want to go to his daughter's performance, he doesn't want to go to his wife's party...he doesn't want to sacrifice a single more moment of his life to the needs of people who don't appreciate him. When Lester embarrasses his wife in front of her idol, Buddy Kane, the audience experiences a moment of sympathy for this embittered woman, but it soon becomes clear that Carolyn doesn't really rely on Lester for support - she only uses him as a punching bag. She falls all over Buddy Kane even though he gets her name wrong and can't remember ever having met Lester even though they've been introduced several times. Lester mocks Carolyn's claim that she's only asking him to be a supportive spouse when he kisses her. Lester is supposed to "support" her, but he isn't allowed to touch her. Touching - showing love - is what's inappropriate. Going outside to smoke with Ricky is the first time in the film that Lester makes a decision to actively pursue happiness on his own terms. Rather than moping in the corner, he makes a proactive gesture. Ricky plays the role of the outsider, offering perspective and wisdom. When Ricky quits his job, Lester tells him that he just became his "personal hero." Clearly, Lester deeply admires anyone who acts out of desire rather than obligation. Ricky shows Lester that there is always a choice: when someone tells you that you have to do something, it is still up to you whether or not you exercise your option to disobey them.