Slowly, one step at a time, Lily becomes obsessed with Ivy's letters and photos, attempting to take over her image. Meanwhile, Lily gets a job to pay for her rent, babysitting Daphna (Camilla Belle), the eight-year-old daughter of her art teacher Donald Falk. In art class, Lily has trouble expressing herself, unlike Gredin (Johnathon Schaech), an attractive co-student and sculptor she soon starts dating. She is soon drawn to the content, also desiring for the girl's sexual confidence and fearlessness. In the box, she finds nude pictures of the girl and her diary. One day Lily discovers a box of items belonging to Ivy, a girl she has never met before. For the first time out of her village, she is still used to her protected life in Michigan and frequently calls her parents. She finds an apartment, and she soon notices her roommates, Tanya (Kathryn Doyle Brown), a friendly lesbian artist who becomes a good friend to Lily, Bridgette (Victoria Haas), a cruel and taunting artist and dancer who initially takes an immediate dislike to her, and Robert (Walter Kim), the silent but talented musician, all art students, aren't quite normal. Cut to Lily Leonetti's (Alyssa Milano) arriving Lily is a sheltered art student from Michigan attending college in Los Angeles, California. After the act, Donald gets up and tells her that "it's not working out". a married art teacher Donald Falk (Xander Berkeley) is making love with a woman (who is not his wife).