Carolyn (Annette bening) on the other hand, is first portrayed as the bread winner of the family, hard working and successful. We see this when she is the one driving her daughter to school and her husband to work. She places such value on status that she has turned into a “bloodless, money-grubbing freak” that has no time for any form of intimacy. This also is shown when her self and Lester were sleeping in the bedroom and Lester being so sexually depressed starts to give himself a hand job, and Carolyn wakes up realising what he was doing and it turns into and argument, then she says dominantly “ I can divorce you anytime mr”. This tells us that their marriage is falling apart and Carolyn doesn’t really care much about it, in stead focuses only on the material things of life. She and Lester continue their dead marriage for their daughter’s sake.
Lester’s character grows even more through his awakening, epiphany. This awakening is prompted by two events. The first was meeting his next door neighbour Ricky fitts (Wes Bentley) at buddy kanes party. This was like a turning point for Lester, especially when Ricky asks him if he smokes dope and they both go outside to smoke. Ricky brought back Lester’s youthfulness, and after this point, Lester started buying it regularly as if he was trying to relive his youthful days. The second awakening was when Carolyn and Lester went to Jane’s cheerleading event in her high school to watch her, then Jane’s best friend, Angela (mena suvari), an attractive teenager who captures his attention and arouses his sexual interest. Lester’s desire to have this girl (a need that borders on obsession) reawakens his long-dead libido. This event also builds on the development of Lester’s character, the awakening of his libido allows him to think like a teenager, an example of this was when Angela came to spend the night with Jane and he listens to their conversation outside Jane’s bedroom door. The growth of his character from a super loser to an excited teenager gradually evolved. Lester turned his garage into a gym, he started jogging in the morning with his gay neighbours. He quits his job, sells his car and smokes weed regularly, he puts Angela and exercise as his number one priority. He becomes carefree and retakes his place not as the bread winner of the family, but as the head. He stopped caring about what his wife Carolyn thought and started doing things in his own free will and to his satisfaction. Now, his character has changed from pathetic, loser dad and husband to youthful, carefree dad and husband.
While Lester is through a complete reconstruction of his personality an outlook on life, Carolyn’s character is also changing. Frustrated by her relationship (or lack thereof) with her husband, she begins an affair with a fellow real estate agent buddy Kane (peter Gallagher). While her sexual liaison with buddy doesn’t amount to much, it lessens Carolyn’s tolerance for what she views as indolence on Lester’s part. Her personality and character too changes. The affair with buddy Kane brings Carolyn back to life she is more outgoing and happy. Has more confident and like Lester, becomes carefree. She takes care of her self even more and physically looked better. Obviously her growth and change was introduced by the affair with buddy Kane. She turned from money grubbing uptight self-centred freak to a confident, happy carefree person.
Then there’s sullen Jane. Who’s caught between the two of them. Displeased with her appearance, she is saving up for breast augmentation surgery (something she clearly doesn’t need). As the film progresses, she develops an unusual relationship with Ricky fitts (Wes Bentley), the boy next door. He views life through a video camera, and when he first trains his lens on Jane, she is nonplused. After a while, however she feels flattered.
