NOTE: This spoiler was submitted by SarahEllenC

We see a blank canvas.

A feminine hand, lightly holding a thin chalk-like stick of charcoal, begins to sketch upon it with a long flowy stroked line. After another line drawn, the hand unhappily erases and begins again. We see a doe-eyed young girl, looking intently. We see another girl with the same focused expression beside her and then another and still another. We pull back to see all of the prettily dressed girls in art class, in front of their easels, studying their model as they busily sketch her. Their model is their teacher, who is facing them, posing while instructing. The teacher notices a painting propped up, facing her in the back of the room on the floor. “Who brought that painting out?” she asks her students. One of the girls admits it was she. The teacher tells the class she painted it and stares at it tearfully, reflectively.

Close up now, and we see the painting. It is of a nighttime landscape of a beach, deserted except for a woman, she is far away but looking at us. The painting is dark, which makes the flames around her legs, such a contrast. She is on fire and composed.

Flashback: The teacher is on a small rowboat. She is the only woman with four men rowing in front of her. She is guarding a flat wooden palette in front of her as the waters are extremely choppy. The rough waters continue to worsen, and no sooner does the wooden palette slip into the water than she jumps into the water without a second thought to retrieve it. Soon afterward, she sits shivering in layers of blankets back on the boat with her palette once more.

Having landed, she walks on the shore of a beach closely followed by a helper, one of the rowers, who carries her palette and bags. He dumps them right at the edge of the rocks, indicating a border or a threshold of property, and turns around to return to the boat. She picks up all of her things and continues on her way past the foliage and comes upon a beautiful home. It is early evening now, and a young chambermaid (Sophie) answers the door holding a candle. “I’m Marianne,” the teacher tells her. Sophie welcomes her in and shows her into the reception room. This is to be her quarters/drawing-room. Sophie lights a fire for Marianne. She tells Marianne that she’s been there for three years and likes it.

Marianne opens her palette to find her painting canvases dripping wet. She dries them by the fire as she dries herself and smokes a pipe.
Later, Marianne walks downstairs, robed and barefoot. Looking around, she walks past another fireplace in the dining room as she heads to the kitchen. There she checks pantries and cupboards and helps herself to bread and cheese.

Sophie later finds her ravenously eating. Marianne asks her for some wine. Curious, Marianne asks Sophie what the mistress is like? Sophie doesn’t know. Although Sophie has been there for three years, the mistress had only arrived a couple of weeks ago. Sophie explains that the mistress (Heloise) is betrothed to a suitor, and, up to a few weeks ago, she was living in a Benedictine convent. She also mentions Heloise’s sister has just recently died. A previous painter had been there to paint Heloise, but it had not worked out. Marianne asks why. Sophie says she doesn’t know.

Back in her room, Marianne finds the painting by the previous painter facing the wall. She turns it around to find that the whole portrait has been painted except for her face. Marianne is taken aback in shock. Sophie brings Marianne the green dress from the portrait.

The next day, Marianne is standing with La Comtesse in front of a large framed hanging portrait in a parlor. It was Marianne’s father who painted this particular portrait of La Comtesse they are admiring as they talk. She had it painted right before she was presented to her arranged husband years ago. La Comtesse is Heloise’s mother, and she has commissioned Marianne to paint Heloise; however, Heloise refuses to sit and pose for a portrait. La Comtesse instructs her that she must paint Heloise’s portrait without her knowing. She is to be Heloise’s companion and to accompany her as she walks. Marianne sets up her workspace by hanging filtered curtains on the windows and moving furniture around. She prepares her canvas by painting light beige stain in sweeping large brush strokes and then hides it. Sophie enters to let Marianne know that Heloise is ready to go for a walk. Sophie tells Marianne of how she experienced the death of Heloise’s sister. Sophie and Heloise’s sister were walking together alongside a cliff. At some point, Sophie was leading, and when she turned around, Heloise’s sister was gone. Sophie looked over the edge of the cliff and saw her broken body on the ground below. Sophie suspects that it was a suicide as Heloise’s sister did not cry out as she went over.

Heloise is cloaked with her back to Marianne as Marianne descends the staircase to meet her for their walk. When Heloise senses Marianne’s arrival, she begins walking immediately out the door, never facing or addressing Marianne at all. Marianne follows behind. Heloise runs straight toward the cliff. Marianne runs after her. Heloise stops short of the edge and faces Marianne. This is their introduction. Heloise says she’s been dreaming of that for years. When Marianne asks, “what?” (had she been dreaming of for years). “Running,” Heloise answers. They walk in silence on the hill above the jagged rocks and watch the raging waves roll in and break upon them. Heloise looks at her curiously and suspiciously. Marianne stares at Heloise’s ear, trying to memorize its likeness, its curves, its nuance. Heloise asks Marianne if she brought a book with her to the house. Marianne says she did and later gives her book to Heloise.

When alone, we see Marianne looking through her sketches of drafts and worksheets she has scattered in a row on the floor of Heloise’s face, ear, profile, etc. Later she takes out the prepared canvas, holds the charcoal to it, and begins to sketch the portrait initially focusing on her dress. Sophie interrupts her to let her know that Heloise is ready for another walk. It is very cold on this walk, and both women have scarves covering their mouths. They are on the sand, sitting next to each other. Heloise says she doesn’t know if she can swim, but she wants to. Marianne tells Heloise that she is going to stay for six more days.

Marianne eyes Heloise’s hands as they are exposed despite the cold and lightly placed on her lap. Moments later, we see Marianne quickly sketching Heloise’s hands from memory onto some secret sketch paper she sneaked along under her cloak, while Heloise is distracted and checks out an alcove.

Marianne has painted Heloise’s face in the portrait. She looks at it, closes her eyes, and scratches her head with frustration.

On the next walk together, Heloise tells Marianne that her sister left her a note apologizing for leaving Heloise with what is left behind. Heloise also shares with Marianne that her sister embroidered.

She also tells Marianne about her arranged husband-to-be. He is from Milan. She appears unhappy with the idea of him. She tells Marianne that when she was at the convent, she could listen to music and read. La Comtesse and Marianne have a conversation alone. They both surprise each other as they can both speak Italian. La Comtesse tells Marianne that she has set her up for another commissioned portrait of an ugly woman. La Comtesse explains to Marianne her intentions to have Heloise set up to have a rich life experience in Milan. She tells Marianne that she will take Heloise out and preoccupy her so that Marianne can paint uninterrupted.

Marianne wears the green dress intended for the portrait and sits in a designated chair in front of the mirror, studying this image. She hears Heloise calling for her, and she takes off the dress hurriedly. Heloise approaches the door as Marianne successfully hides the dress away. When Marianne turns around, she is startled to see Heloise sitting in the very chair she was just sitting in posing. Marianne takes an eyeful of Heloise’s likeness, posing for a split second before standing up. Heloise asks Marianne if she has any tobacco. Marianne gives Heloise her pipe. Heloise tells Marianne that she is going to Mass to hear music. She seems very excited about this. This is the only type of music she knows. Marianne is surprised that Heloise has never heard an orchestra. There is a covered harpsichord in the workroom, and Marianne partially uncovers it and plays a very lively song for Heloise. They sit side by side, and Marianne describes the music for her, poetically painting her a picture with words of its rich texture. Marianne tells her that Milan is full of music in a reassuring way.

Marianne is painting the portrait, focusing on the green dress with different hues of various greens creating depth and dimension. She looks at her model, Sophie, who is wearing the green dress and sitting in the posing chair facing her. Marianne takes a water break in the kitchen. When she drinks, we see green paint on her hands. In walks, Heloise, returning from Mass and interrupting Marianne’s break. Marianne calmly keeps her back to Heloise and then, when facing her, hides her hands.
Heloise does not notice. Heloise tells Marianne how much she missed her when she was at Mass.

Marianne tells La Comtesse that the portrait is finished. La Comtesse naturally wants to see it, but Marianne says she wants to show it to Heloise first and tell her the truth behind it, coming clean about her real reason for being there. La Comtesse approves of her request and tells Marianne that Heloise has talked about Marianne to her and how fond she is of her. Later on that evening, Marianne analyses the headless portrait from the previous painter. She looks at every detail close up by candlelight and accidentally sets it on fire. She puts in her fireplace, and it continues to burn.

The next day on the beach, Heloise is reading from Marianne’s book. Marianne tells her she is a painter and she came there to paint her. Marianne goes on to say that she is leaving when Heloise’s mother leaves. Heloise responds with, “then I shall bathe today.” She then quickly undresses on the sand and wades into the ocean, eventually submerging herself. Afterward, she sits covered and shivering next to Marianne. “Can you swim?” Marianne asks Heloise. “I don’t know,” she answers. Heloise says as she is processing their past walks and interactions together that that explains all of Marianne’s looks at her. “Is that me?” Heloise asks Marianne as she presents the portrait to her. She is unhappy with it. She criticizes it as having no life, no presence. Heloise says it’s not even close to who she is, and it doesn’t say who Marianne is either.

Marianne is rattled and insulted and places a rag over the portrait’s face, which smears the paint together, completely ruining it. La Comtesse later sees it and is appalled. Marianne pleads that the portrait is terrible and asks her to do another one. La Comtesse agrees and adds that Heloise is willing to pose for her this time. La Comtesse will be gone for five days, and she wants the portrait done when she returns.

In Marianne’s workspace, Heloise is posing for Marianne, in the green dress, seated on the bench Marianne’s been using all along. Marianne positions Heloise nervously, getting her hands and angles just right. Heloise stares at Marianne when she gets behind the easel.

That night, restless and cramping, Marianne awakens and goes to the kitchen. Sophie warms some cherrystones and places them in a cloth for Marianne to use to soothe her menstrual cramps. Sophie nonchalantly tells Marianne that she hasn’t had her period in 3 months. The next day, on the beach, Marianne and Heloise stand facing each other 15 feet apart with Sophie running back and forth between them. Increasingly breathless and exhausted, Sophie keeps going back and forth and eventually falls in a heap on the sand. Later we see the three of them, searching for herbs among the seaside flora in order to make an elixir for Sophie. As Marianne and Heloise prepare this boiling tea potion in the kitchen, they have Sophie dangle from a beam overhead, again to the point of exhaustion. Sophie later smokes from Marianne’s pipe.

When Sophie rests, Marianne and Heloise talk in front of the fireplace. Marianne admits to having to terminate a pregnancy in this way before.
Heloise asks her what it is like to know love with calm inquisitive desperation. Later, as Heloise sleeps on the couch, beautifully lit by the fireplace, Marianne steals the time to sketch her. After a moment, Heloise wakes up, and they look at each other. They smile, and Marianne continues to sketch.

The next day, Marianne and Heloise look at her partially done draft of a portrait. Marianne is unhappy with it. The face on the portrait is very stiff and stoic. In frustration, she confronts Heloise with a list of her behaviors that this portrait doesn’t represent. Marianne has observed all sorts of Heloise’s mannerisms in their time together– like when she is embarrassed, and she bites her lip.

Because of her focused attention on Heloise, she knows her much more deeply than what this painting shows or what Heloise is emoting as she poses for her. Heloise responds with a list of her own of Marianne’s behavior and patterns when she expresses certain feelings. They are both frozen in the impassioned awareness that they have both been intimately observing each other attentively, and they are overwhelmed by their realization. Marianne walks away. Later, we see Sophie, Marianne, and Heloise playing cards (slapjack) at the dining room table laughing and enjoying their evening.

In their next painting session, Heloise is wearing a scarf tightly around her neck. Marianne asks to loosen it as she is currently painting her neck specifically. They talk while she paints. Heloise wants to know what kinds of things Marianne tells her models. Marianne lists things like your skin is beautiful, and your complexion looks lovely in the light. While Marianne is saying these things, Heloise isn’t quite sure if Marianne is really saying these things to her. Marianne laughs and says that this is what she tells her models.

That night, the three women are together in the kitchen. Sophie is embroidering at the table. Marianne is pouring wine, and Heloise is making dinner. Later Heloise reads to them in a very dramatic, impassioned way. It is the story of Eurydice, and how, after she died, her husband (Orpheus) went to the underworld to take her back to the living world. Orpheus makes a deal with Hades that Eurydice will follow him back to the living world, but if he looks at her before she crosses the threshold that she must stay in the underworld. The story goes that Orpheus indeed looks back at Eurydice before she reaches the threshold and is instantly returned back. The girls discuss the story, analyzing it. Marianne suggests that Orpheus does not make the lover’s choice but the poet’s choice. Heloise says that maybe Eurydice told Orpheus to turn around. Marianne says Orpheus chose the picture of her memory instead of the real thing.

Sophie, Marianne, and Heloise go to a night gathering at the beach. There is a big bonfire that lights their interactions as they are all women in small groups greeting and chatting with one another. After breaking off to talk to another woman, Sophie returns to Marianne and Heloise. Sophie relays to them that the woman says she is still pregnant and needs to come back to see her in 2 days.

All of the women begin singing softly and then start to clap all together, which becomes an elaborate, orchestrated song with rounds and multiple levels of a beautiful mounting arrangement.

During the song, Marianne and Heloise look across the bonfire at each other. Heloise walks slowly alongside bathed in firelight, never breaking her gaze at Marianne. We see her dress has caught on fire with small flames dancing around the hem of her dress draping on the sand. Heloise knows about the flames yet is so fixed on Marianne she keeps slowly walking and falls. A few women come to help her.

On their walk the next day, Marianne and Heloise are wearing scarves across their mouths to protect them from the bitter winds. In an alcove, hidden from view, they kiss. Heloise leaves quickly, and Marianne walks back to the house by herself.

At the dining room table, we see three place settings. Sophie brings over the dinner and serves only two plates. Marianne asks about Heloise and why she is not joining them. Sophie says Heloise isn’t feeling well. Marianne goes up the stairs with a candle. When she reaches the top, she looks to her left at the dark hall. She sees a bright ghostly vision of Heloise facing her dressed in a white fancy sleeping gown. After a few seconds, the vision disappears, and Marianne turns to the right. She enters her workroom, and Heloise is standing there by the fireplace. In silence, Marianne walks up to her and tenderly puts her head on Heloise’s shoulder. “I thought I scared you off,” Marianne tells Heloise. There is heavy breathing between them as Marianne traces Heloise’s lips with her fingers. They kiss deeply. Heloise asks Marianne if all new lovers feel like they invented something.

The next morning, they are cuddled up in sheets together and are awakened by Sophie. Sophie, Marianne, and Heloise are at the woman’s (from the bonfire) home to see about Sophie’s pregnancy.

The woman instructs Sophie to lie on her back and spread her legs like in a childbirth position and applies a warmed homemade elixir ointment. Sophie winces at the discomfort. As this is happening, a small child is lying down right by Sophie’s head, sharing this bed.

Afterward, back at the house, Sophie is resting on the couch. Marianne and Heloise talk about their concern for her. Heloise gets an idea and wakes up Sophie. She moves the cushion from the couch onto the floor by the fireplace and puts Sophie in the same childbirth position she was in earlier in the day. Heloise assumes the position of the woman applying the ointment. Heloise has staged this scene to inspire Marianne and encourages her to paint what she sees here. Marianne is fascinated and enthusiastically begins to sketch.

The next day, we see Heloise posing for Marianne as she paints with a different, sassy energy in her and between them. “Keep still,” Marianne orders as she walks up to Heloise and then kisses her. Moments later, we see them in bed, having pillow talk. Heloise shows Marianne a jar filled with a black ointment drug. Marianne rubs it into Heloise’s hair-covered armpits as they kiss.

Marianne brings a glass of water from the kitchen up the stairs and again sees the silent but beautifully haunting vision of Heloise in a white nightgown down the same dark hall only to disappear moments later. Marianne goes into her room. Later we see Heloise and Marianne in bed sleeping, with the nearly-completed portrait facing them propped up on the floor.

The next day Heloise is playing with Marianne’s paints on her palette. Then, Heloise looks at the portrait decides she likes it. She says she likes it maybe because they know each other better, or maybe because she’s changed. Marianne says she wants to destroy it, to give her another one. She is upset, and this provokes Heloise, who then snaps at Marianne by saying, “you blame me for my marriage” and to “say what burdens your heart.”
The sudden tension has Heloise walking away in tears.

Hours later, Marianne looks for Heloise around the house and asks Sophie where she is. Sophie tells her La Comtesse is returning tomorrow, which signals her own departure soon afterward. Marianne finds Heloise by the rocky shore dressed in her green dress facing the ocean. “Forgive me,” Marianne says softly in Heloise’s ear. She tells her that her mother is returning tomorrow. Heartbroken, they tenderly cry.

In Marianne’s studio, Heloise sits again, posing for her. “Come here,” Marianne says after a while. Heloise walks over and stands beside her looking at the painting. “How do you know it’s finished?” Heloise asks.
Marianne answers, “At one point, we stop.” She touches it up around the ears with a few flicks of her brush here and there. And with that, she says it’s finished.

In bed together, Marianne is sketching a miniature cameo-sized portrait of Heloise for herself. Heloise complains that she has no image of her to remember her by. Marianne takes Heloise’s book (the book Marianne gave to her at their first meeting) and asks Heloise to say a page number. “28,” Heloise says. On page 28, using a small mirror, Marianne draws a picture of herself as she lays there enwrapped in bedsheets. This last night together, neither one wants to sleep. They face each other, looking at each other and reminiscing. Heloise confesses her first urge to kiss Marianne was when she asked her if she had known love.

The next morning, Marianne sees the hired help who accompanied La Comtesse with her luggage as he eats and visits with Sophie in the kitchen. She assumes he is to help her with her own luggage when she leaves today. She goes upstairs, wakes Heloise, and helps her with her corset. La Comtesse, Marianne, and Heloise are together when the portrait is presented. La Comtesse is delighted and pays Marianne on the spot. La Comtesse begins to leave the room and beckons Heloise to follow her as she has a gift for her. Heloise wants to stay with Marianne instead, but La Comtesse is insistent, and Heloise goes with her. As Marianne and Sophie prepare the portrait for transport to its new location, Sophie says a sweet, sentimental goodbye to Marianne. Marianne then walks into Heloise’s room to say her goodbyes and sees Heloise dressed up in the gift La Comtesse brought back for her. It is a blindingly white fancy honeymoon nightgown. Rattled, Marianne hugs La Comtesse goodbye and then embraces Heloise. Marianne is overwhelmed with emotion and runs down the stairs towards the front door as fast as she can. Heloise chases her yet stops on the stairs. Heloise calls out to Marianne, and before she crosses the front door threshold to leave, she turns around to see Heloise, in her gown, as her previous haunting vision. Marianne closes the door behind her, and the room goes black.

Present Day: At a showing, Marianne is standing in front of a classic painting of Eurydice. A fan is fascinated by her painted interpretation of the story. Marianne tells the fan she painted it but used her father’s name. Marianne is a success and walks around the museum. She sees a beautiful portrait of Heloise. In it Heloise is a little more mature and is seated next to her pretty young daughter. Marianne studies the painting. In it, Heloise is smirking with a subtle coquettish knowing behind her eyes and is holding a book. We don’t know what the book is, but we do see that Heloise is keeping the book open to page 28 with her finger. Marianne takes in the message.

Marianne says that she saw Heloise once last time. We see Marianne noticing Heloise walk in on the balcony on the opposite side of the theatre. Heloise sits alone and directs her full attention to the orchestra playing below.

Heloise is completely entranced and tearfully affected by the flow of the music. Every note is felt. The music is lively, full, and rich. She breathes heavily, and she sobs and then laughs with delight. We see the music deeply move her as she lives it.