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The video opens with a clip from Spiderman 2 where James Franco confronts Tobey Maguire about his loyalty to Spiderman.

James Franco: It pisses me off, your loyalty to Spider-Man and not to your best friend. You stole MJ from me. You stole my father’s love. Then you let him die. Isn’t that right?

James Franco slaps Tobey Maguire and the clip is freeze-framed. The words Acting with James Franco appear in yellow text over the freeze-framed image. The shot cuts to the James Franco, in a leather jacket, extinguishing a candle. He looks back and notices the camera.

James Franco: Oh, hello. I’m James Franco and welcome to Acting with James Franco. And here to help me is my brother, Davey.

Davey Franco: Uh, Dave.

James Franco (grinning): Davey.

The image is freeze-framed and the words Chapter 1: Sense Memory appear in yellow text.

James Franco: A question I get all the time is how do I cry on camera?

A montage of short clips from scenes of James Franco crying is shown. The shot cuts back to him and his brother. Franco is holding out his hands in a “see what I mean” way.

James Franco: It’s very simple. Sense memory. (James Franco looks at his brother.) So, what we’re going to do is think about a painful memory and hopefully that will bring up enough emotion that you actually cry.

Davey Franco: Ok.

James Franco: Do you remember our very first cat, Tobey?

Davey Franco: Um, not…

James Franco: Of course you remember Tobey. That was my very first pet and I’d play with him. We had this little flashlight…

Davey Franco (looking confused): Uh huh.

James Franco: …that I’d just shine on the wall. He’d never figure it out, you know. He’d always just follow it around.

Davey Franco: Ok.

James Franco: Mom said that she was going to take him to the vet for a checkup and I said, “Oh, ok.” (James Franco waves his hand like a small child) Bye Tobey. You know, I didn’t think it was anything. I went over to, down the street to Joey’s and I came back and she said that they put him to sleep. That…(James Franco appears to overwhelmed by feelings.)

Davey Franco: Yeah.

James Franco: Time for him to go, you know.

Davey Franco: Right. Well, yeah, that’s um that’s good, but I didn’t really know Tobey so I can’t, I shouldn’t, maybe…

James Franco: No, you did know Tobey.

Davey Franco: Well, I was like two, I barely knew him.

James Franco: Yeah, but that emotion is stored up. You can use that.

Davey Franco: Okay

James Franco: I just gave you a lot.

Davey Franco: Right.

James Franco: I’m crying.

Davey Franco: Yeah, but you knew Tobey and you liked Tobey. I didn’t

James Franco: Oh man, you can come up with a million excuses or you can go with it and feel what you really felt.

Davey Franco: I’m trying. I’m trying.

James Franco: I know it’s scary but just feel it.

Davey Franco: Ok, well, what about if, like, something good for me. If I, you know that time when like that kid stepped on my hand and I fell through the jungle-gym and broke my collarbone and I couldn’t…

James Franco (looking away in disgust): Oh, you broke your collarbone. That’s stupid.

Davey Franco: I couldn’t play baseball that year.

James Franco (with derision): You broke your collarbone and you couldn’t play baseball.

Davey Franco: Yeah.

James Franco: My fucking cat died.

Davey Franco: He was pretty old though, right?

James Franco: I didn’t know that he was gonna die and I didn’t get to say goodbye. And then Dad came and told me some stupid story about how he drowned a bunch of kittens when he was a baby. And that was supposed to make me feel better!

Davey Franco: What?

James Franco: And I cried even more.

James Franco cries more fervently. Davey Franco looks down uncomfortably and clears his throat.

James Franco: Remember that?

Davey Franco: Yeah, I don’t that’s doing it for me, though, either. So, let’s um…

James Franco: That’s not doing it?

Davey Franco: No.

James Franco (looking a little wild eyed): That’s not doing it.

Davey Franco: No. Um. Um. No. Um.

James Franco: I mean, if that doesn’t do it, I don’t know what’s gonna.

Davey Franco: Um…Remember that time that, um

James Franco: I’m waiting.

Davey Franco: I walked into your room and you, um, you had carved out the hole in that bar of soap. Remember that. You can use that, if you want. You can…

James Franco: That doesn’t make me cry. I still do that.

Davey Franco: Oh, ok.

James Franco: It’s a different feeling for my hand.

Davey Franco (snickering): Ok.

James Franco: Why would I cry over that?
Davey Franco: I don’t know. Yeah, I don’t know.

James Franco: You should cry because I did it in your socks.

Davey Franco nods, clears his throat and looks down.

The words Acting with James Franco, in yellow text, appear again. James Franco and Davey Franco are seen sitting on a couch petting two cats.