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Film / Poison Ivy 2 Lily

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Lily (Alyssa Milano), a sheltered Midwesterner, arrives in Los Angeles to attend art school. In the large apartment she shares with several others, she discovers a diary detailing the sexual misadventures of a girl named Ivy, and decides to transform herself into the girl's image. The film was released on April 6, 1996.


This film provides examples of:

  • Alliterative Name: Lily Leonetti.
  • Anguished Declaration of Love:
    • Lily to Gredin: "Please don't give up on me."
    • Lily delivers a second one to Gredin as she contemplates leaving. He accepts her and she stays.
  • Attempted Rape: Donald attempts to force himself on Lily after the dinner.
  • Be a Whore to Get Your Man: Lily learns to be this as she reads more of the late Ivy's journal.
  • Be Careful What You Wish For: Lily wishes that she could "open her eyes and be different".
  • Betty and Veronica: Angela (the Betty) and Lily (the Veronica) over Donald (the Archie).
    • Gredin (the Betty) with Donald (the Veronica) over Lily (the Archie). Lily chooses Gredin.
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  • Color-Coded for Your Convenience: When Lily seduces Gredin, she's wearing dark clothes and make-up. When she awakens the next morning post-coital, she's wearing white clothing and underwear. As if she were becoming a different person.
  • Coitus Uninterruptus: Bridgette seems aware that Lily or someone is watching her have sex. Not that it stops her.
  • Corrupt the Cutie: Lily is just an average girl new girl until she discovers the late Ivy's diary. And the more she reads it, the more she becomes lured into Ivy's world.
  • Dogged Nice Guy: Robert, the roommate playing the violin who has a crush on Lily. And flirts with her as a masked dancer at the party. Even risking his life for her telling Donald that the police are on their way.
  • Disney Death: Lily's violinist roommate Robert suffers a tumble down the stairs after being pushed by Donald. Miraculously he survives and is seen continuing to play the violin the next day.
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  • Fan Disservice: Donald attempting to rape Lily.
  • Fanservice:
    • The opening love scene.
    • The two roommates having sex in the other room as Lily spies on them.
    • Flashbacks of Ivy posing nude for a photoshoot.
    • Lily stripping down in the mirror.
    • Lily topless during her first time with Gredin.
    • Lily kissing a masked dancer at the party.
    • Lily's brief shower.
  • Foreshadowing:
    • The letters left for Lily.
    • Daphna saying "when Daddy starts painting, he goes crazy".
    • Donald needing a new model because the last one quit.
  • Freudian Excuse: Lily delivers one to Gredin, explaining her behavior and why she changed so much.
    Lily: I know it's pointless to ask you to forgive me... Ok, I'm just going to talk and then you won't have to deal with me anymore... My whole life, I've felt like a freak,. You know, back home in Michigan, I wasn't accepted because I was different. Then I come here and I'm not different enough... So, I decided to become someone else. Someone tough and infallible. Beautiful, sexy. Fearless. And it worked. For the first time in my life, I was accepted and I became intoxicated by the freedom of it all. Until it was too late... It's too late, isn't it?... Well for what it's worth... I love you.
  • Green-Eyed Monster:
    • Lily growing quite jealous when she sees Bridgette dancing with Gredin at the party.
    • Donald looking up at the window watching Lily and Gredin party.
  • Hands-On Approach: How Donald attempts to seduce Lily by teaching her to draw properly.
  • Harmful to Minors: young Daphna waking up in the middle of the night and walking in on her father attempting to have his way with Lily.
  • I Just Want to Be You: Slowly, Lily becomes obsessed with Ivy's letters and photos and attempts to take over her image.
  • It Doesn't Mean Anything: Lily after sleeping with Gredin and becoming closer to Donald.
  • It Meant Something to Me: Gredin after sleeping with Lily and being rebuffed by her. And Donald as he becomes more obsessed with Lily.
  • Important Haircut: Lily cuts her long hair short to be more like Ivy.
  • Love Letter: Lily received one from a secret admirer. Turns out to be Donald.
  • Love Is a Weakness: Lily learns this from Ivy's journal.
  • Making Love in All the Wrong Places: Lily and Gredin hook up in the bathroom at a party.
  • The Muse: The late Ivy is this for Lily.
  • Not Good with Rejection: Donald. He starts drinking and tries to rape Lily.
  • Not What It Looks Like: When Daphna walks in on Donald attempting to rape Lily. Also, when Gredin sees Lily with her clothes ripped, he leaves.
  • Operation: Jealousy: After seeing Gredin dancing with Bridgette, trying to make him jealous, Lily kisses a masked guy, who turns out to be Robert.
  • Rage Against the Reflection: Lily to the pictures of Ivy as she removes and destroys them. "Fuck you, Ivy.".
  • Relationship Upgrade: Lily apologizes to Gredin and they become a couple.
  • Retargeted Lust: When Donald fails to completely seduce Lily (due to the doorbell ringing), he sleeps with his wife later to vent his frustrations.
  • Right Through the Wall: Bridgette and her fling have sex loud enough to wake Lily up one night.
  • Sexy Discretion Shot: After Lily and Gredin make up, he carries her to another room and the screen goes black. Cutting to the next scene visiting Donald and his wife as a couple.
  • Shower of Angst: Lily takes one after the dinner party to deal with the trauma.
  • Stalker with a Crush: Donald becoming more obsessed with his newest student and model Lily.
  • Teacher/Student Romance: Lily enters into a steamy affair with her college professor.
  • What Happened to the Mouse?:
    • Lily's female roommates Bridgette and Tanya aren't seen again after the second half of the film.
    • We don't learn of what's happened to Angela and Daphna after Donald's death in the film's climax.
  • Weight Woe: Lily's roommate Bridgette threatens to commit suicide should she gain a pound from eating.
  • Yandere: Donald. He becomes obsessed with Lily and loses it when he learns that Lily is dating Gredin.
  • Your Make Up Is Running: Lily's face is stained with running mascara after after Donald attempted to rape her, Daphna nearly dying and Gredin leaving.
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