RATING: TV14 - SLD
SHOWTIME ADVISORIES: Nudity, Adult Language, Adult Content
Stereo
17 m

Steph's Note: There are two versions of "All L Breaks Loose". The sections in bold, below, are the parts that were in version 2, but not version 1. A few scenes from version 1 were cropped or cut out to make way for the new scenes, but I only note the additions, not the subtractions. Also, none of the banter between the cast at the end is in version 2.

[Scene: A heartbeat is heard as we see scenes from the Season 1 finale of "Limb from Limb": Bette staring across an empty garage. Candace getting out of her car. Tina sitting on her bed, angry at Bette. Jenny in bed, kissing Robin. Tim accidentally seeing Jenny and Robin through the window, making love. Robin smiling at Jenny. Cherie screaming at Shane, Shane trying to hold her still. The sound of the heartbeat speeds up. Shane putting her hand against her forehead as Cherie runs out. Tonya putting her hand against her head at Mr. Piddles' funeral. Dana crying over Mr. Piddles, her hand against her forehead. Ivan walking up behind Kit. Gene and Jenny about to kiss, in front of the aquarium. Tina, Bette, Shane, Alice, Marina, Kit and Ivan raising their glasses, at Mr. Piddles' funeral.]

Narrator: Last year on "The L Word."

[The following are all scenes from S1: Bette and Alice are at The Planet. Bette: "Why is it so important for you to believe that everyone is sleeping with everyone else?" Alice: "Because they are." Tina rolls her eyes.]

[Scenes: Jenny sits on Tim's lap. Shane and a woman in a pool kiss passionately. Jenny: "You know the neighbors next door? Are they, um, a gay couple?" Tim: "Yeah, they are."]

[Scenes: Jenny and Tim walking into Bette and Tina's house for the party. Alice: (off screen) "Jenny, this is Marina." Marina, Alice and Jenny sit on a couch. Marina and Jenny stare at each other. Alice: "You guys should totally take the Cosmo romance compatability quiz. In the bathroom, Marina grabs Jenny and kisses her passionately.]

[Scenes: Cut to quick clips of Marina and Jenny making love, then Tim and Jenny making love. Tim: "Where are you?" Jenny sees Marina's face in place of Tim's. Jenny: "I'm right here."]

[Scenes: A ring sits on a table. Woman: (off screen) "You're getting married?" Marina and Jenny are in Jenny's kitchen. Marina: "Are you happy?" Jenny: (crying) "Don't ask me that."]

[Scenes: Tim opens the door to Jenny's apartment, catching Marina and Jenny having sex. Tim: "We need to get a divorce." A door closes. Gene and Jenny at the CAC party, talking to Tim. Tim: (to Gene) "Has she told you she's a dyke?"]

[Scenes: Shane and Tina hug. Bette: "Everytime Shane walks into a room, someone leaves crying." Shane confronts Lacey on a street. Shane: "I don't do relationships." Scenes of Shane kissing different girls.]

[Scenes: Cherie is in Shane's barber chair. Shane: "Tell me what you want." Cherie: "In terms of what you can do for me?" Shane and Cherie having sex in the back room of Shane's salon. Cherie crying and slapping Shane. Cherie: "I never wanna see you again!" Shane: "Listen! Listen to me!" Cherie and Shane talk at the CAC party. Cherie: "It was a delusion." Shane: (crying) "You felt the same way about me." Cherie: (crying) "That kind of love does not exist."]

[Scenes: Dana and Lara kissing at the country club tennis court. Conrad walks up. Conrad: "Hey!" Dana and Lara are startled and stop kissing. Dana and Lara at a restaurant; Dana is very upset. Dana: "You don't understand what it means to be me." Dana, Alice, Tina and Shane arrive at the Dinah Shore event. Tonya shakes Dana's hand. Tonya: "So glad to meet you. I'm Tonya, your guest liason. I'm here to take care of all your needs." Dana and Tonya in bed later. Tonya's about to go down on Dana. Alice and Tina sit in their hotel room. Alice: "That girl has bad fucking vibes." Dana and Alice sit at a table at The Planet. Dana: "When are you gonna make up your mind between dick and pussy?" Alice: "I am looking for the same qualities in a man as I am in a woman." Dana and Tonya announce their engagement at Mr. Piddles' funeral. Dana shows off Tonya's ring. Dana: "We're getting married!" Tonya jumps and laughs with excitement. Alice stands on Dana's doorstep in the middle of the night. Dana stands there in her pajamas. Alice: "You can't marry Tonya." Alice and Dana kiss.]

[Scenes: Ivan performs on stage at The Planet. Ivan: (off screen) "If you ever need anyone to talk to, give me a call." Bette talks to Kit at the CAC. Bette: "She wants to be your husband." Kit and Ivan sit at a table at The Planet. Kit: "If you were a man, you would be the perfect man."]

[Scenes: Bette and Tina stand in their bathroom. Bette: "Let's make a baby." They kiss. Bette sees the pregnancy test stick and grins at Tina. Tina: "We're gonna have a baby." Bette stands in Dr. Wilson's exam room. Dr. Wilson: "I was unable to locate a heartbeat." Bette comforts Tina. Tina cries in her arms. Tina goes to therapy. Tina: "I feel like I lost someone I was with my whole life." Bette and Candace stand near one another. Candace: "All I wanted to do all day long was kiss you." Bette and Candace look at each other. Bette gets into Candace' car. Bette: "Take me somewhere." Candace pushes Bette against a door as they kiss passionately. Tina sees Bette and Candace standing outside at the CAC party, holding hands. Tina confronts Bette in their bedroom. Tina: "I saw it." Bette: "I'm sorry." Tina slaps Bette. Tina: "Fuck you! Fuck you!" Bette grabs Tina and pushes her onto the bed.]

[Fade out.]

Narrator: The end of last season was just the beginning.

Leisha Hailey: It's way more high drama.

Katherine Moennig: There's a lot of drama.

[Scenes: Shane stands in front of a man, looking angry. She suddenly punches him. Bette kisses a woman with dark hair. Shane and Carmen kiss. Shane and Jenny sit on a couch, smiling. Jenny (now with short hair) and Dana enter Bette's house. Alice smiles at Dana at The Planet. Helena and Tina make love in a pool. Bette kneels down in front of Tina in an office while a man in a suit sits nearby. Shane looks over at someone. Bette, seated at a bar, drinks a martini. Alice and Jenny sit in a crowd. Alice, Tina, Dana and Shane have coffee at The Planet. Tina, at a club, looks over at someone. Dana, carrying a tennis racquet and dressed in a short skirt, grins at Tonya. Tonya waves at someone as she enters The Planet. Several people jump half-clothed into a swimming pool at night. Someone grabs Shane's arm. Jenny smiles. Jenny giggles and covers her face at a guy. Shane has a cigarette and beer on Bette's porch at night, Bette sitting nearby and Jenny joining them. A woman sits on Tina's lap in a darkly-lit bar. Helena walks into a room. A man smiles at Jenny. A man extends his hand for a handshake. Carmen smiles at Shane.]

Narrator: "The L Word" returns for a breathtaking second season. Fans still dangling from last year's cliffhanger will be rescued by the characters that they've grown to love OR love to hate. And viewers new to this posh West Hollywood world aren't alone, as the show welcomes three more hot characters.

Sarah Shahi: Cheers! (laughs)

[Behind-the-scenes: Filming at The Planet. Scenes: A shot of a carnival at night. Shot of a pool scene on a cruise ship. Several people having dinner on a rooftop in the city. Jenny in a black dress. Behind-the-scenes: Leisha and Erin standing around an airport. Scenes: Kit and Bette walk along a sidewalk. Scenes: Alice and Dana walk through a club. Shane walks down a hallway with a few others.]

Narrator: Plus, a bigger shooting budget means more exotic locales and more haute couture than gay Parํs.

Ilene Chaiken: It is going to be pretty dazzling.

[Shot of the cast posing at an event, as camera bulbs flash. More shots from around the event - dance floor, bar, more shots of the cast and the paparazzi.]

[A newspaper article title reads "Dressed-up diversity: On "The L Word," lesbians go chic, playing against stereotypes but raising issues of identity and acceptance". Shot of the websites, l-word.com and afterellen.com. More shots of the cast posing together, and schmoozing with guests.]

Narrator: In January of 2004, "The L Word" debuted to critical acclaim and outstanding ratings, keeping the presses turning and websites humming for most of the year. Garnering a season renewal in less than one week after it first aired, the show became a cultural stepping stone.

Melissa Etheridge: (at L Word event with Tammy) I think the show really brings all sorts of relationship issues. You know? Monogamy and commitment and children and there's a whole lot of... lot of issues in it that don't just have to do with lesbians.

Christian Slater: (at L Word event) It really is all about love and uh... if you've got love in your life why do anything to jeopardize it?

[Shot of the cover of New York magazine, "Not Your Mother's Lesbians". Shot of another magazine, Velvet Park, with Mia, Ilene and Jennifer on the cover.]

Narrator: "The L Word" was literally on everyone's lips. And it still is...

Rose Troche: First season everyone's like you know "Let's do it! We're making history!"

[More shots of the premiere event party. Lots of pink club lighting, lots of people schmoozing, lots of press taking pictures.]

Leisha: Everyone was writing this sort hyped way. This season we have to prove that last year, like, everything that happened, happened for a reason.

Pam Grier: Our first season was great. Now the real work begins! How do we make it better?

[Scenes: Bette wipes a tear from her face. Shane leans against a chair by a deserted swimming pool, at night. Jenny, clothed, hops in a pool surrounded by lots of women. Shot of lots of people entering and leaving an airport (?). Shot of a woman dancing in a burlesque show. At The Planet, Tina walks away from Alice and Shane. Shot of Shane sitting in a crowd, having a beer.]

Narrator: The second season of a show can be its defining moment. In season 2 of "The L Word", it's about mixing things up.

Kate: This year it seems that the friendships have, um, taken a bit of a turn. Different circles have been formed.

[Jenny smiles at Shane. Shane puts her arm around her. Jenny leans her head on Shane's shoulder. Alice, Dana and Jenny walk into Bette's house. Alice, Dana, Jenny, Carmen, Shane (?) and a guy gather around the poker table at Bette's house.]

Erin: A lot of this season sort of explores how fragile friendship is and how fragile relationships and love are, and how things can change (snaps) like that.

[Scene: Bette standing in front of a table at The Planet, where Alice, Tina and Shane are seated. Tina Suddenly flips the table over toward Bette. Bette backs away. Shane sits stunned. Alice tries to comfort Tina, but Tina throws up her hands and gets up to walk away. Alice looks at Bette, who looks a bit shaken.]

Jennifer Beals: Bette's just a mess... from the word "go". I mean, she's fed one poo sandwich after the next by Ms. Ilene Chaiken.

[Scenes: Bette walks into her kitchen to pick up the tea kettle from the stove, and jumps back when she burns herself. Bette, sitting with Tina, looks down sadly. Tina looks at her, frowning.]

Ilene: Bette and Tina are dealing with whether or not a relationship can be mended when there's been a betrayal of that kind.

Jennifer: Bette wants to have her old life back...

[Scene: Bette and Tina standing in a kitchen. Bette: (smiling) "I really loved being there with you. I loved it more than you can imagine." Bette and Tina embrace, then tentatively kiss.]

Jennifer: ... and to figure out what went wrong... how did it go wrong.

Laurel Holloman: Tina's not ready to forgive. Um, she's not holding a grudge either, she's just gonna explore dating and we're really going to see what happens to Tina when she's out in that world.

[Scenes: Bette pulls Tina's arm as Tina walks away. A blonde woman smiles and touches Tina's face. Shot of Helena approaching Tina at a party in a bar. Bette sees them; she looks stunned. Dana: "Jesus, Mary and Joseph, who's that?" Helena and Tina stand very closely together at the bar, watching the crowd.]

Ilene: Helena's the other central character in our second season storyline, but she's at the apex of the Bette/Tina triangle.

[Scene: Helena and Bette greet each other with a handshake and a kiss on the cheek, at the party as Tina looks on.]

Rachel Shelley: Obviously Bette and Tina have been this very strong couple that everyone's rooting for, wants to be together, and suddenly there's another character in the scene who is like pushing them apart.

[Scene: Helena, standing over Tina, touches Tina's face, then leans down. They kiss.]

Laurel: It's unexpected to be courted by this beautiful woman.

Jennifer: I think Bette realizes that she doesn't have control over everything.

[Scene: Bette at a club, glass raised. Tonya and Dana and others look on. Bette: "I wish you... happiness. And I hope that you forever spare... each other pain."]

[Scene: Bette brushes past Tina, out of the club.]

[Scene: Tim carrying moving boxes out of a truck outside his house, as Jenny looks on. Jenny (off camera): "So, Oberlin is supposed to be a good school."]

Rose: Everyone leaves Jenny at the beginning of this season. (laughs)

[Scenes: Jenny sitting on her bed in the garage writing studio, typing on her laptop. Jenny walks into a room.]

Mia Kirshner: The reaction to Jenny was funny. Like I've heard so many times that this was the polarizing character. Like nobody had ambivalent feelings about this woman and I felt like "great!" because I felt like all the messiness we saw in Jenny... I don't know a single person that hasn't been that messy at one point in their life.

Ilene: Jenny in the second season is about self-acceptance and becoming a part of our universe.

[Scene: Jenny and Shane, laughing and holding hands, walk into The Planet and sit down at a table with the others. Kit comes over to the table. Kit: "Girl, you need to work on your self-esteem!" Shane: (pinching the bridge of her nose) "Oh, we're trying to."]

[Scene: Shane and Jenny walking down the street. Jenny's hair is cut extremely short and she wears designer sunglasses. They pass by a woman checks Jenny out. Shane laughs and dances in front of Jenny. Jenny: "What?" Shane: "You just got cruised!" Jenny looks back to check the woman out, then they continue on, laughing.]

Rose: Shane is another one that we get into, like, just what is the psychology of Shane?

[Behind-the-scenes: Shot of the camera filming a scene where Shane's in the backseat of a car. Scene: Alice and Shane sitting at a table at The Planet.]

Ilene: Shane is someone who profoundly believes that if she lets herself feel, she's going to die.

Kate: But it's all about coming to terms with that. And accepting that vulnerability and allowing intimacy to happen in your life.

[Scene: Shane at a bar with a random girl as Carmen approaches her. As Carmen talks to Shane, the girl kisses Shane's neck. Carmen: "Tell me what's going on?" Shane: "I just want to have a good time tonight." Carmen: (watching girl kiss on Shane) "You don't think that you could have changed your plan a little bit?" Shane: "I don't have a plan. That's the point."]

Ilene: One of the new characters is Carmen.

Sarah Shahi: One of the things I remember that they pressed during the audition was she's not a girl that plays games. If anything, that's completely what she's against and all that she has to offer is what you see.

[Scenes: Carmen delivers coffee to Shane as Shane's doing a woman's hair. Shane is in bed with Carmen. They kiss.]

Ilene: Carmen asks things of Shane that Shane has been very clear, she's unwilling to give.

[Scenes: Carmen and Shane getting dressed. A woman leans over Shane, who's laying on a couch. They kiss. Carmen, nearby, is flipping through a DVD collection. Several women, including Jenny, sit around, drinking and smoking. Carmen: "You have the complete Brigitte Bardot collection?" Shane: "It's Jenny's." Carmen: (smiling at Jenny) "I love Brigitte Bardot." Jenny: (smiling) "Me too." Jenny and Shane standing at a bar watching Carmen DJ and dance. Shane: "You should talk to her." Jenny: "I can't, Shane. She thinks I'm so weird." Shane laughs.]

Mia: Jenny is ferociously honest and is so fiercely loyal to both Carmen and Shane.

Ilene: The issue becomes, um, who's really meant for Carmen.

[Scene: At a bar, Carmen kisses Jenny. Shane, in the crowd, sees and stops in her tracks.]

[Scene: Tonya dragging Alice on to the stage at The Planet. Tonya: "Everybody? Excuse -" Alice: "Uh..." Dana and some others seated in the audience look up. Tonya: (to audience) "Hiii! This is Dana's best friend, and she wants to give a toast!" Alice smiles. The audience claps.]

Leisha: Something real happened to Alice for sure.

[Scene: Tonya dragging Alice out onto the dance floor. Alice moves uncomfortably, eyes bugging, as Tonya gyrates against her. She suddenly turns Alice around, and Dana's there, now gyrating against Alice.]

Ilene: Dana and Alice... are figuring out what that kiss meant (laughs), and, um, whether it was just a crazy aberration or whether there really is some true love behind it.

[Scene: Continued from above. Tonya and Dana dancing. Tonya possessively grabs Dana in what almost looks like a headlock, and smothers her in a kiss. Dana flails hilariously, eyes open, not into the kiss at all.]

Erin: But you know, she and Tonya are engaged and those plans move right along... and of course intensify everything and... (bugs eyes out, puts fists up) make the push and pull really dramatic!

[Scene: Alice and Dana are walking along a jogging path in their workout attire. Alice: "We just need to avoid all situations where we find each other most attractive." Dana: "Uh-huh."]

Erin: ... and humorous of course.

[Continuation of scene: Alice: "Right! Never be alone together."]

Erin: Dana and Alice know each other so well that they're already an old married couple.

[Continuation of scene: Dana: "Especially never be alone together... in places where there's like a bed or a couch."]

Leisha: It's interesting to sort of figure out where your friendship stops and love begins.

Erin: I really wanted them together because I think they were a really good match.

[Continuation of scene: Alice: "Or the backseat of a car." Dana: (smiling) "Ooh, that'd be good." (serious face) "That wouldn't be good!"]

Leisha: It's definitely, definitely dealt with.

[Scene: Dana and Alice jogging down a hilly path into the city.]

[Shots of the revamped Planet. The bar is a club at night, apparently, low-lit with a dance floor and neon lights. Scene of Kit opening the doors to let a couple of guys in.]

Ilene: Kit has a huge story in this second season.

[Scene: Kit smiling satisfied as she stands in The Planet and looks around.]

Pam: Kit buys The Planet and renovates it, takes over and turns it into this great place for all the girls to come and have a place to be, you know like the corner pub.

[Scene: Ivan, in mechanic garb, escorts Kit through an auto shop with cars in various states of disrepair.]

Ilene: The second part of Kit's story is the romance that we began at the end of the first season with Ivan, which begs all kinds of questions about gender and sexual preference.

[Scene: Kit and Ivan stand together in a room. They come closer.]

Pam: You just see these two people who love each other for their character and they honor one another.

[Scene: Ivan and Kit nearing, about to kiss.]

[Behind-the-scenes: Jennifer and Pam in an office set, talking. Kate walks through an airport setting. Jenny looks into a crowd as if she's trying to hear something someone's saying. Mia and Sarah walking along a sidewalk in a neighborhood. Leisha and Erin looking intently at each other, filming a scene, then breaking with a giggle. A makeup artist putting eyeshadow on Mia.]

Narrator: "The L Word"'s richly developed characters are poised for more complex journeys in season 2. And the amazing team working behind the scenes is ready for anything.

[On set in the costume trailer. Cynthia Summers, costume designer, is in a room filled with purses and handbags.]

Cynthia Summers: On our show, lesbians do carry purses.

[Quick scenes of the characters all carrying bags or purses: Bette carrying one under her arm, Shane with a bag over her shoulder, Tina with a bag in her hand, Kit with a purse over her shoulder, Jenny with a purse over her shoulder, walking with Carmen, and Carmen carrying a bag.]

[Shots of The New York Times' Sunday Styles section article titled, "The Subtle Power of Lesbian Style". Below the headline is a photo from the pilot of Bette and Alice at Bette's sperm-donor party. A small article is titled, "Whatever became of butch? Is something lost when pop culture glamorizes a certain kind of lesbian chic?"]

[Scenes: Shane walks into a nightclub in a jacket and t-shirt. Jenny wears a tight shirt and a sparkly vest. Bette, in a tight black dress and tie, smiles as Tina walks up to her at a soiree. Tonya and Dana walking hand-in-hand down a city sidewalk dressed in white. Jenny and Shane, in sleeveless shirts, leaning against the bar at a club. Bette in a meeting, wearing a striped white shirt and a black vest.]

Narrator: Since the beginning "The L Word" has inspired much buzz over the ever-elusive topic of lesbian fashion, and a glamorous second season will make heads turn.]

Pam: Prada, and... Escada...

[Cynthia, back in the costume trailer, shows off the clothes hanging in the closets. Little tags with the cast's names are on some of the hangers.]

Cynthia: Dolce & Gabana, Gucci...

Pam: ... Valentino

Cynthia: Etro... We've been lucky because we were so popular in the first season that these designers have come forward and said you know, "Hey! Can we be on your show?"

Rose: There's a commitment to having the show feel luscious.

[Scenes: Jenny and Bette talking at The Planet, as a party goes on around them. Colored lights dance off the walls. Tina walking through Bette's darkened house.]

[Shot of a newspaper article titled, "Dressed-up diversity". One of the photos is off Bette and Tina.]

Ilene: There's been a whole lot of play given to this notion of lesbian fashion in the last year. It wasn't a hard choice to go full-out and high-end with the fashion.

[Scene: Alice, Tina, Shane and Carmen walk into The Planet.]

[Cynthia showing off the cast's closets. She holds up a sharp, black suit.]

Cynthia: Alright! So this is Bette's closet. (referring to the suit) This is Stella McCartney and we've been dressing her a lot in Stella this season.

[Various scenes of Bette in classy suits.]

Jennifer: Most of the wardrobe is pretty classy.

[Various scenes of Bette in more casual clothes. A sweater tied over her shoulders; a lacy top with a casual jacket and jeans.]

Cynthia: This is also something we've ventured into a lot with Jennifer this season, is a little bit of the lace underneath.

[Shots of drawings of Jenny in different fashions. A handwritten caption reads: "I'd like to be more approachable - not less weird."]

[Scenes: Jenny walking along with someone. She's wearing a red coat and pearls and a black purse over her shoulder. Jenny walking along with Carmen. She's wearing a short, lacy skirt with tights.]

Mia: It's sort of like a fairy meets Zelda Fitzgerald in Paris, like, that's how I would describe Jenny, the way Jenny dresses.

[Shot of drawings of Shane in different fashions. A caption reads: "Now entering my own universe." Shot of Shane in jeans, sneakers and a t-shirt.]

Kate: I have so much say in what Shane wears. (laughs)

[Various shots of Shane in different clothing: A loose shirt and tie; a pinstripe jacket and t-shirt; a vest and t-shirt; a red flannel shirt, black v-neck tee and blue jeans; a shirt and striped tie, collar turned up; a blazer and a tee.]

Cynthia: This season we're doing a little bit more of a... a Strokes meets Patty Page kind of look.

Kate: With like more layers and more colors and a tie and beat up t-shirts and blazers...

Leisha: My style gets way better. It's more colorful. It's more flashy. I think before it was like "Does Alice mismatch? Is she like a fashion crisis?" But no, she's a happening chick, she's gotta look good.

[Various shots of Alice: in a black shirt and grey skirt; sleeveless t-shirt; flowery, v-neck shirt; jean skirt and short jacket; yellow skirt.]

Rose: Shane and Jenny still can't make the rent but they can have beautiful outfits.

[Shots of Shane and Jenny dressed to the nines.]

Kate: But you know it's TV. It's called fantasy.

Leisha: So what if you break a mold? So what if you're not, like, showing a stereotypical... idea of what a lesbian looks like? I mean, to me it's refreshing.

[Scenes: Alice and Shane walking along a boulevard. Tonya in a red skirt.]

Cynthia: At a core level, I do believe that the show is being representative of our characters, as lesbians in the L.A. community.

[Behind-the-scenes: The girls stand around, giggling at each other.]

Erin: I've learned so much about fashion from these women it blows my mind, I thought I had style before? I had no idea. Um, and I don't think I do, still. (makes funny face)

Ilene: The resources that have thrown behind us are definitely improved and we're taking great advantage of them, from fashion, to music...

[Scenes: Bette exiting a cab in NYC, on her cell phone, dressed in a white jacket and black skirt. Shane sitting in Carmen's studio as Carmen listens to music. Kit, standing on stage with the band Betty, in front of a crowd at The Planet. Kit: "So I want you to give it up for Betty!" The crowd cheers. Betty performs.]

Erin: We've all been sort of throwing in our 2 cents and giving CDs to Ilene.

Kate: I think I put Phoenix on there, Luna...

[Scene: Alice and Tina in an apartment, surrounded by boxes. Alice is jumping on the couch and singing and pretending to play guitar. Tina waves her arms around.]

Erin: Peaches.

Kate: The Hepop.

Rose: Nina Simone.

Jeremy Podeswa (Director): We we're thinking about PJ Harvey but, uh, you know, we're still doing it so we'll see.

[Scenes: Shane and Alice walking down a hallway. Camryn Manheim's character in a suit, leaning against a desk.]

Narrator: Going from ground-breaking to trend-setting doesn't stop with the wardrobe and music.

[Scenes: Sandra Bernhard, dressed as a circus ring leader, stands on a small circus stage: "Step right up, ladies and gentlemen!" Charles Dutton's character in a suit, smiling at someone. Melissa Rivers' character, talking to Tonya. Camryn Manheim's character in a suit, in a dressing room.]

Narrator: A-list guest stars turn out shining performances, and the show continues the tradition of working with indie-cinema's finest directors.

[Various shots of guest directors on various sets, filming.]

Ilene: What I look for in directors is filmmakers whose work has moved me.

Erin: The roster of directors we've had this year is "blaaa-aaaa-aaaa-aaaah"! (makes a funny face as if her eyes are bugging out)... It's, like, mind-blowing.

Ilene: Lynne (Stopkewich) who directed "Kissed", which was all the rage at Sundance a number of years ago.

[Photo of Lynne on the set.]

Erin: Burr Steers who directed "Igby Goes Down".

[Photo of Burr on the set.]

Ilene: Lisa Cholodenko who directed "High Art" and "Laurel Canyon".

[Behind-the-scenes shot of Lisa on the carnival set, talking to Erin and Leisha.]

Erin: Ernest Dickerson who was, you know, Spike Lee's DP for 20 years and now he's making movies on his own.

[Photo of Ernest on the set.]

[A few short, behind-the-scenes shots are shown of the filming of the show. A circus set is shown as people move props around. A man twirling a fiery baton is seen. Jenny and Shane are briefly shown sitting around in overly-flashy, Indian, Egyptian circus garb.]

Jeremy: This is the first show that I've ever been on where the producers have scheduled director/actor meetings with every single key cast member. This is highly unusual 'cause actors aren't usually available for this but they insist.

[Behind-the-scenes: Jeremy talking to Sarah, Jennifer, and Kate on various sets.]

Kate: It's really important because if you haven't worked with them yet it gives you a chance to see where each person's coming from.

[Scene of a director on an airport set, talking to Leisha and Erin.]

Erin: I think that certain directors have their takes on our characters but the fact is we know our characters probably better than anybody else at this point.

[Behind-the-scenes: Alice and Dana are in a car at night. Alice is driving.]

Laurel: If you're having script problems, you can sort of flesh that out in the director's meeting.

[Photo of Rose talking to Kate and Leisha on set.]

Leisha: But you also, like, have to trust that they have something completely new and exciting to say about it.

Lynne Stopkewich: I know it's a really good episode when I'm getting the knocks on the door saying, "Um, so do you think we can talk about that scene, like, before we start shooting?" (laughs)

Ilene: We see experience through a lot of different prisms and it's really fun to invite all of these filmmakers in to interpret the experiences of our characters.

[Behind-the-scenes: A director talks to actors on an airport set. Rose framing a shot through her hands, of a crowd on a street. A camera crew filming a scene of Dana and Alice sitting in a theater. Sarah, Kate, Leisha and Mia stand around, laughing. Leisha, Kate and Dana stand outside near a big truck, filming a scene.]

Jeremy: The most interesting thing about doing a show is that it's an entirely female show. The producers are women, the writers are women, um, many of the directors are women, the entire cast is women except for one or two exceptions. It's not like doing other shows, I'm finding. It's completely non-hierarchical, which is very interesting.

[Behind-the-scenes: Mia and Sarah walking down a neighborhood street. Leisha puts her fist up and poses for a picture.]

Mia: Some of the scenes just come out of some improvisation which is wonderful for all of us.

[Behind-the-scenes: Someone loading film into a camera. Shot of Jenny and Carmen on the prompter, arms around one another. Mia and Sarah, sitting on a street curb in a residential neighborhood, petting a dog.]

Lynne: It's just not paint-by-numbers here, you know, this is really demanding a lot from the people who work on the show.

Rose: And that's them really watching out for their characters and really considering the audience.

Leisha: I come in with a whip and a bullhorn to make sure they do it right.

Lynne: Those girls are crazy. (laughs) The way the become friends is really similar actually to the characters that they play.

[Behind-the-scenes: Kate, Mia and Leisha laughing on the airport set.]

Ilene: As gifted as each of these actors is individually, working together, they become something much more intriguing.

[Behind-the-scenes: Leisha and Erin filming a scene on the carnival set. Leisha clutches a little stuffed chicken. Sarah, Mia, Erin and Kate on the airport set. Sarah picks up a bag from the conveyor. Erin dances, showing off her multi-colored, pajama-like pants.]

Lynne: It's like being in a pajama party sometimes. (laughs) You know? Being a traffic cop at a pajama party, I don't know if that's...(laughs) a good analogy.

[Behind-the-scenes: Kate on the circus set, showing off her maharajah costume. Lisa Cholodenko behind a camera, taking off her headphones.]

Erin: You can really get the sense that everybody's involved in moving the story forward in the greater good.

[Behind-the-scenes: A couple of makeup artists fuss over Erin on set.]

Narrator: From breakups to breakdowns, hook-ups to just plain hooks, deliveries to deliverance, Season 2 of "The L word" will keep the pages of TV history turning.

[Scenes: Bette, hanging her head, looks over at someone. Shane paces, upset. Jenny and Carmen in the shower together, having sex. A man tries to restrain Shane as she reaches back and hits someone. Bette, a bouquet of daisies in her arm, stands in front of an apartment door marked "4". Jenny looks at a piece of paper. Jenny sits in front of a computer monitor. Kit gets out of an old car. Bette and Candace in bed, kissing passionately. Alice and Dana sitting at a table at The Planet, laughing. Shane sits down next to Bette, who's laying in bed, crying. Shane crawling on top of a woman on a bed. Jenny smiling at someone at The Planet. Tina turns around, toward the camera. Alice and Dana walking alongside a cruise ship. Helena next to a sleeping Tina, in bed.]

Ilene: People have become invested in the show and they've asked us for things and I want our audience to feel served.

[Scene: Lara smiles and tucks a strand of hair behind her ear. Dana grins at her shyly. Alice, nearby, sees. She hangs her head.]

[Scene: On a crowded dance floor in a club, Carmen, Shane and Jenny are in a 3-way kiss. Jenny and Carmen break, and Shane and Carmen kiss.]

Laurel: I'm not worried about any kind of sophomore slump or anything because I just sort of feel like we still have a lot more stories to tell.

[Scene: Bette and Tina, sitting in the dark, talking quietly. Tina: "We're doing great." Bette nods, smiling earnestly. Bette: "Yeah. Great."]

[Scene: A woman outside of a pink trailer raises her skirt in front of someone wearing a pink wig.]

Mia: I think the show is much braver, more daring, less expository in terms of what it is to be gay or what it is to be a lesbian because at the end of the day, how can you define that.

[Scene: Robin talking to Jenny, her tone hushed. Robin: "You just wanna sleep with people... make them fall in love with you?" Jenny looks uncomfortable and steps toward her.]

Jennifer: Season 2 is much more involved with the details of relationships rather than the tackling of concepts or ideas.

[Scene: Bette walks through a room adorned with little hanging glass ornaments, a woman in jeans in tow.]

[Scene: Bette, sitting on her bed, stands to talk to Tina. Tina has an armful of clothes. Tina: "I hope you had fun blowing off steam with the carpenter." Tina walks off. Bette stands there with her hands on her hips. She hesitates, then screams. Bette: "TINA!!" Tina, at the front door, turns back to look as she steps out.]

Lynne: You know it assumes that we're dealing with smart, thinking viewers, you know? Not just people that wanna be spoon fed.

[Shane and an Camryn Manheim's character talking in a circus setting. Camryn Manheim's character: "Did I underestimate you Shane?" Shane: "I think you mistook me for one of your little tricks."]

Pam: It's the romp. It's the ride. It's the energy.

[Scene: Tonya and Dana sit on a bench in a locker room. Melissa Rivers stands next to them. Dana: (accusatory tone) "Are you even gay? Melissa?" Melissa shrugs.]

Erin: You have to watch season 2.

Leisha: You should watch "The L Word".

Kate: You should definitely tune in for second season.

Jennifer: (laughing) At your own peril! Who knows what's gonna happen!

Leisha: It's super fun!

Carmen: And there's great clothes.

Erin: I heard a rumor that hair might grow on your palms if you don't.

Kate: Because all of your questions will hopefully be answered.

[Scene: Tonya, Alice and Dana at a candy store. Dana holds up two lollipops. One is shaped like a penis and the other is shaped like a breast. Dana (to Alice): "Which one would you rather put in your mouth Al?" Alice' expression is a little like a deer in headlights.]

Kate: God willing in the order they were received. (laughs)

Narrator: "The L Word", Premiering Sunday, February 20th at 10 PM/9 Central.

[Closing credits roll.]

[As credits roll, scenes of the Mia, Sara, Kate and Leisha engaging in some backstage banter.]

Mia: (with her arm over Sarah) But don't I look like sort of the dominant one?

Kate: Oh yeah. You're so dominant.

[Everybody laughs - some comments are unintelligible.]

Leisha: ... (pointing to Sarah and Mia) You guys are the worst couple.

[Everybody laughs. Mia's eyes bug out. Sarah and Kate put their arms around each other.]

Sarah: (motioning to her and Kate) What about us? What about us two?

Leisha: Yeah, you guys make a great couple.

Sarah: See? We're the favorite, we're the favorite.

[Erin puts her arm around Mia.]

Erin: Do we make a good couple?

Leisha: Terrible, no.

[Erin makes a face. Sarah laughs really loud.]

Sara: (to Leisha) Okay wait, you two get together.

[Leisha puts her arm around Mia. Erin puts her arm around Sarah.]

Erin: How about us? (to Leisha and Mia) No.

Leisha: No.

Kate: No.

Erin: Okay, what about us? Wait! What about us?

Mia: (pointing between Erin and Sarah) That's terrible.

Leisha: You guys make... oh, I think... it's like two straight girls fall in love.

[Everybody laughs.]

Mia: I gotta make a good couple with someone!

Sarah: You know in your heart you and I are good!

Sarah: We - we -

[Leisha puts her arm around Kate.]

Leisha: How 'bout us? How 'bout us?

Mia: No, absolutely.

Sarah: (gasps) Oh, no, I think -

Mia: You look like trash.

Leisha: Oh my God, we're so offended!

[Leisha and Kate mock being offended.]

Kate: (scrunching up her nose) We're what?

Mia: You guys look, look at our faces.

Leisha: No, it's awful! No, it's - no!

Kate: No!

Leisha: No, it doesn't work.

Kate: I'd love to see the sexual dynamic between you two.

[Everybody laughs. Sarah shakes her head.]

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