Woodward, Parsons, Stern (screenwriter), and the picture itself were all nominated for Oscars, and Newman and Woodward both won awards from the New York Film Critics. While other directors were impressing with their flash and technique in the 1960s, Newman chose to make a small,

understated, and very sensitive film as his directorial debut. It was sometimes halting and quite spare, but the overall effect was excellent and business was meritorious, something no one expected. Newman had trouble securing the financing and was saved by then-production chief Ken Hyman, a man

with some foresight who recognized the need for this kind of story. Shot on location at various Connecticut sites, the film was a departure for Woodward, who had been made into a glamour girl in her early years and resented it.

Woodward is a lonely, bored spinster who lives with her widowed mother, Harrington. Her best friend, Parsons, makes what has to be termed a "pass" at Woodward, who decides she had better find out what men are like before she falls into a homosexual pattern. Woodward is sexually naive, frustrated,

and willing to learn, so when Olson, a childhood friend, comes back to the small town to visit his parents, she is easy for him to seduce.

The film's double-word title is made more intriguing because Newman uses his and Woodward's daughter, Nell Potts, as the young Rachel; and Woodward is occasionally replaced by Potts to indicate that the child in her still remains. In the final scene, for example, as Woodward climbs on the bus to

Oregon, she waves farewell to Potts, finally bidding good-bye to the child she's been. In later years, a horde of "women's pictures" would appear, but this one was the first in the cycle and one of the best. It could have been a drab, weepy story, but Stern and Newman collaborated to make it an

inspiring one that proves one is never too old to change one's life.