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NOTE: This spoiler was submitted by Gary, who says, "This movie is about a remarkable man, Mark O'Brien, a writer and a poet, who contracted polio at age 6 and is confined to an iron lung for the rest of his life. A complementary film worth seeing is Breathing Lessons, an Oscar-winning short (40 minutes) about him. You can see how closely the actor John Hawkes portrays Mark O'Brien. Much of the pleasure of the movie is from hearing the dialogue, which this summary can't capture. Many of the O'Brien's interior monologues are from his published poems."

The movie opens with a news feature from Channel 5 Eyewitness news about the graduation of Mark O'Brien at age 31 at U.C. Berkeley, where he majored in English. The news clip shows him driving a motorized gurney around Berkeley and across the graduation stage. He recites a poem about graduating to the news reporter.

Berkeley, 1988. Mark (John Hawkes), 38, is shown breathing in an iron lung chamber (a machine that encapsulates his body to force his lungs to expand and contract, leaving only his head sticking out) as he gives an interior dialogue about breathing (from a poem which he also recites in Breathing Lessons. Many of his interior monologues in this movie you can hear in Breathing Lessons). He looks at a portrait of Mary, indicating his strong Catholic faith. An attendant, Joan (Rusty Schwimmer), takes him out of the iron lung, and sponge-bathes him, but her attitude is cold. He monologues, describing her as a “crazy bitch.” As he gets into too many accidents with his motorized gurney, he has to depend on someone to wheel him around in a gurney.

The attendant takes him to attend Mass. Inside the church, he is greeted by Father Brendan (William H. Macy), a newly installed pastor. (It is implied the old pastor passed away.) Father Brendan asks Mark if he wants to confess, and Mark confesses that he may be on a power trip, in that he is thinking of firing the attendant because he senses that she has the attitude that he needs her more than she needs him. Father Brendan assures him that it is okay to fire her.

Mark hires a new attendant Amanda (Annika Marks), a beautiful college student. (He typed a job posting with a mouthstick and someone posted it on a UC Berkeley bulletin board.) She warmly takes care of him, smiling at him while giving him a shave for example, and even takes him to a picnic with her friends. (He can stay out of the iron lung for a couple hours and uses a portable respirator, but he always has to be prostrate.) He rhapsodizes about her sensuality while she wheels him around, imagining her dancing, and falls in love with her. In a vintage clothing shop during a shopping trip, he says to her, “I love you.” Since she can't reciprocate the feeling and not wanting to be in an awkward situation, a new attendant, Vera (Moon Bloodgood) takes over.

He tells Father Brendan about the breakup of the caretaker relationship with Amanda, and Father Brendan, sensing his distress, suggests he sees a therapist. Meanwhile, an editor calls Mark and gives him an assignment: to write an article about sex and the disabled. Vera wheels him to a center for helping the disabled. He first interviews Carmen (Jennifer Kumiyama, who in real life has Arthrogryposis), a wheelchair bound person with limited use of her limbs. She tells him that she and her partner has a full sex life. He interviews more people, which causes him to realize that he is like an anthropologist, in that he can't relate to their experiences.

Mark decides on Father Brendan's advice and call U.C. Berkeley's Center of Disability and Sexuality which refers him to Dr. Laura, a sex therapist. On his way to see her, he tries to back out, but Vera pushes him to her office. Dr. Laura correctly surmises that Mark is a virgin and wants him to see a sex surrogate instead.

In church, Father Brendan is taking Mark’s confession. He confesses on a sin that he hasn’t done yet, saying that he wants to have sexual intercourse because “my penis sings to me” and is fearful of approaching his "use-by date." Mark asks for Father Brendan's advice on “knowing a woman in the biblical sense” outside of marriage. He lays out the situation with the sex surrogate. Asked to confer as a friend and not a priest, Father Brendan contemplates before saying that he feels God will give Mark a pass, and tells Mark to go for it.

Inside a house, a teenager picks up a phone and calls for Cheryl, his mom. Cheryl (Helen Hunt) takes a call from Dr. Laura who gives the referral. Cheryl is the sex surrogate.

Vera wheels Mark to Carmen's house for his sex therapy, because Mark doesn't have a bed in his home. (Mark sounded out the idea of seeing a sex surrogate with Carmen, who is very supportive.) Mark greets Cheryl, tells her that the money is on the desk, realizing that his opening is how one greets a prostitute. Cheryl agrees that she is not a prostitute and spells out the differences: a prostitute wants repeat business, she doesn't. Her visits are limited to six sessions. A prostitute's goal is giving pleasure; her goal is to teach her clients how to communicate sexually with their partners.

The first session is about developing body awareness, so that he can finely control his body’s function. Mark isn’t paralyzed, but his muscles don’t work well. She slowly undresses Mark, despite his protests and yelling (that she's hurting him). After Mark is naked, she undresses and lies in bed with him. She strokes his hair and ears and asks how he feels. She asks Mark if he wants to know how she feels like, and moves his hands to touch her breasts. She gets him at ease and touches more parts of his body, but when she touches his penis, he ejaculates.

Cut to Mark talking with Father Brendan about the experience. The next session is going to be intercourse, he says. Cheryl dictates into a voice recorder that Mark is deeply inhibited by his Roman Catholic upbringing, has rarely kissed, and that his body could be an obstacle to intercourse. (The narrative structure of the sessions is intercutting of Mark talking to Father Brendan to provide his POV, and Cheryl dictating notes to provide her POV.)

As Vera is pushing Mark around in San Francisco, Mark asks Vera about the lost of her virginity. She says that it wasn’t very pleasant, that it was over too quickly. Another of Mark's attendant, Rod (W. Earl Brown) wheels Mark to his session. Mark asks Rod about his experience with intercourse and Rod comments that intercourse is overrated but necessary. In the second session, Cheryl asks Mark to look at her undress. He is aroused, and as Cheryl straddles him and moves him into her, he once again prematurely ejaculates. Cut to Mark telling Father Brendan that he feels cursed, that God is denying him his sexuality, pointing out how useless his body is. Cheryl dictates that Mark is repressed, has masochistic fantasies because he feels he deserves punishment, as he feels he is responsible for his sister dying at age 7. (His logic is that he monopolized his parents' time so that his parents couldn't save his sister.)

For the third session, Vera wheels him to Carmen's house, but in a scheduling mix-up, there is a party. They decide to go to a motel instead. The motel clerk (who's middle-aged) sets up Mark in a room and upon hearing the room is going to used for sex therapy, is incredulous. He hits on Vera, asking jokingly what the goal of the therapy is, to which Vera says, “full penetration.”

The therapy is not going well. In a funny moment, he gives reasons in medical terms such as he’s too big. (Flashback to him examining anatomical illustrations at night). They take a break and talk. Mark says that his parents could have sent him to a nursing home, but upon learning polio patients’ lifespan is only two years there, “gave up everything” to take care of him. He’s amazed he has lived this long. To get Mark to be the right state of mind, Cheryl tells him to picture himself as a six year old, running on the beach before he contracted polio, and not to blame himself for contracting polio. She excuses herself to go the restroom, and as Mark tells Father Brendan, as the bathroom door was ajar, the feeling of the intimacy of hearing Cheryl pee gave him a “raging boner.” He is able to achieve penetration, although he lasted for only six seconds.

Lying in bed, the two talked about their background. Cheryl lets on that she grew up Catholic like Mark but converted to Judaism for her husband. Her husband encouraged her to continue her work as a sex surrogate. When Mark asks Cheryl if she achieved orgasm, she tells him that will be the goal of the next session.

Father Brendan shows up at Mark’s residence. They talk about his progress and his intimacy with Cheryl. Dr. Laura calls Cheryl about the progress with Mark. Cheryl tells her that she likes Mark. She dictates into a voice recorder that Mark is experiencing transference behavior: he sees her as the mother, best friend, and girlfriend figure. She notes that his emotional state is beyond her purview.

Mark calls Cheryl to ask her out on a date. They go to a cafe in San Francisco. Mark tells her his goal is to get people to ask what a beautiful girl is doing with a guy like him. When asked how Cheryl would introduce Mark, Cheryl answers, “husband,” using a roundabout logic.

Several days later, Cheryl's husband (Adam Arkin) is picking up the mail when he sees a scented card and throws it away. He and Cheryl argue about her client getting too close to her. They make up, and when her husband is asleep, Cheryl sneaks out, fishes the card out of the garbage can, and reads it on the front porch.

One day, Vera is wheeling Mark, but Amanda sneaks up and takes over. They reunite in a park as Amanda tearfully tells Mark that she is leaving for Germany and doesn't want to lose touch. She tells him that she loves him, but as Mark tells Father Brendan, it's “I love you, but I'm not in love with you.” Amanda knows about his sessions with Cheryl. He tells Father Brendan, and in exhibiting a growing sense of sexuality, Mark had hoped that he would make Amanda jealous.

In the motel for the fourth session, the motel clerk is hitting on Vera again, asking the goal of the session. “Simultaneous orgasm,” she says, to which he asks, “What's that?”

Mark and Cheryl are kissing as she reminds him about controlling his breathing. She straddles him and upon achieving orgasm, kisses his chest. Mark tells Father Brendan that he wanted to weep, knowing that he can elicit that kind of pleasure and gratitude.

In postcoital bliss, Mark wants to talk to Cheryl about his poem. She warns him about the emotional entanglement and ask him if he wants to “pull the plug” in the sessions, as there's attraction, and there's complication that people make from attraction. They agree to end the sessions.

Cheryl walks to her car carrying a full-length mirror. In the car she reflects. Flashback to when she is disrobing for a Mikveh ritual. The Mikveh attendant (Rhea Perlman) remarks that Cheryl isn't shy of her body by the way she disrobes -- she sees a lot of daughters shy about disrobing. The attendant remarks that no one should be ashamed of his or her body, it is beautiful, and it is the body that God gave you. Cut to the present when Cheryl reflects a naked, prone Mark in bed and repeating the same words.

Cheryl's contemplation is interrupted by a knock on the window. Vera hands her a enveloping containing the fee for the session. Upon taking the envelope, Cheryl starts crying (because she loves Mark, but nothing could come of it). She leaves the envelop in the car.

Sometime later, Mark is at home (in the iron lung) watching a baseball game. Suddenly the power goes out. Using a mouthstick, he dials Rod but gets a voice recording. He leaves a message and calls 911 but before completing the dialing, he drops the mouthstick. He monologues that he never thought this is how it would end.

Cut to Mark's POV of walls and people flashing by as he is rushed to emergency care in a hospital. As he wakes up from unconsciousness, he sees a woman of his age watching over him. She is Susan (Robin Weigert), a volunteer at the hospital. He asks her how close he was to the light. They talk and he charms her. As he is being loaded into the ambulance for discharge, he tells a giggling and surprised Susan that he is not a virgin.

Mark tells Father Brendan that Susan adores him, and they can get “pretty kinky.” He narrates that for the five years before he died, she was the love of his live. Mark is really giving his own eulogy as the movie shows the characters in the movie receiving calls and cards. The narration continues as the movie shows his funeral in which the characters attend.

In the church, Father Brendan eulogizes that Mark lived “day by day, breath by breath.” Susan then reads a poem, titled “A Love Poem to No One in Particular,” which was Mark’s favorite poem. As she reads the poem, the movie cuts to the time Cheryl is reading the card on her porch. The movie then centers on his iron lung machine and fades to black.

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