The catalyst of Diane’s transformation is the arrival in her building of her new neighbor, Lionel, a mysterious figure who seems to have stepped out of a dream. In fact, Lionel is inspired by a real person, whom Shainberg and Wilson found while searching for ideas for the character. They felt the character had to be someone the real Arbus might have photographed, but rejected obvious choices like a midget, giant or transvestite. Remembers Shainberg, “We were flipping through a lot of books of what people would normally call “freaks,” but whom we call ‘unusual people,’ and there was a guy from the turn of the century named Lionel who was hairy. That connected in a mysterious, unconscious, tactile way to the fact that Diane Arbus’s real father was a furrier.”

“Along with the connection with Diane’s father being a furrier,” adds Wilson, “it also worked because underneath Lionel’s fur he would reveal more of himself to Diane. The film is partially about a woman who learns to uncover and become herself. I thought the image of fur would evoke that, but the character would also be the beast that moves in upstairs.”

Moreover, the real Lionel did not fit the stereotype of ugly beast, notes Shainberg. “Although Lionel’s not like us and he’s totally covered in hair, he’s incredibly beautiful. And that conjures the idea of `Beauty and the Beast,’ which I think is crucial to the Arbus life. She wanted to discover the beasts in the world, to cross the tracks and find out about what she didn’t know. I think the first line she wrote in the introduction to her book of photographs is `My favorite thing is to go where I’ve never been.’ To me, that’s the Arbus story.”

In her relationship with Lionel, Diane is at last able to go where she has never been, to pursue her curiosity about other, different human beings, the kind of person she has been admonished not to look at. Lionel is not afraid of being looked at, nor is he afraid of looking at Diane. It is no accident that Diane does not protest when Lionel requires her to remove her camera on her first visit to his apartment. Remarks Shainberg, “When Lionel says to her, ‘Take off your camera,’ that is a challenge to experience him, life, other people, this world that he’s going to open to her, in a way that she would never have anticipated. It’s a kind of dare which cannot be resisted, if you are so inclined.”