- Director: Paul Newman
- Writer: Stewart Stern; Margaret Laurence
- Producer: Arthur S. Newman Jr.; Paul Newman
Thirty-five year old spinster and virgin Rachel Cameron is a sad, lonely woman. She lives in the small town of Japonica, Connecticut where she grew up. She teaches second grade at Japonica Elementary School and lives with her highly demanding widowed mother (her funeral director father passed away fourteen years ago) in the same apartment above a funeral home where she grew up, despite the home now not owned by them. Rachel often uses her mother as an excuse not to do things.
Rachel represses her emotions, and is prone to daydreaming to envision alternate paths for herself in certain situations if she only had the nerve to do those things. Even when Nick Kazlik, a childhood acquaintance who has returned to Japonica for a summer visit with his family, makes it clear that he wants to have fun with her while he's in town, she can't act on his request out of fear of the unknown.