Friendship, The Perfect Blendship: Peter Bogdanovich’s Remarkable, Eccentric Masterpiece AT LONG LAST LOVE

By James Kenney, July 2021.

I like musicals…the music is usually bad, but I like the form…Lubitsch… made the first and, I think, the best movie musicals…the trouble is a lot of [musicals] weren’t made by anyone who could direct….I’m not fond of camp. I think it’s snobbish and patronizing – I don’t like to look at movies to laugh at them…unfortunately, [musicals] now have been turned into that road-show kind of thing – big, overblown productions.

Musicals started out being rather modest as Lubitsch made them. They were comedies with music and they were marvelous. I can’t tell you how great those films were…I’m longing to do a musical and just that kind. Simple. No big production numbers and all that. I’d love to do a simple kind of New York story as a musical. I have several ideas for that which I’m planning to do some day… I like wit and an acerbic quality in musicals. I like Cole Porter very much.

  • Peter Bogdanovich, interviewed for Harcour Brace Jovanovich’s MOVIES: Conversations with Peter Bogdanovich, 1974, a year before At Long Last Love was released.

At every step of the production, Bogdanovich posed immense challenges to himself and to the entire cast and crew. Gene Allen’s production relies exclusively on shades of black and white, to give the feeling of an old Paramount musical…long takes proliferate, including the three women’s complaint, ‘Most Gentleman Don’t Like Love’ (another unbroken take, this one set in the ladies’ lounge at Lord & Taylor); and the sextet, “Friendship” (set in a moving car, with two establishing shots followed by a long, unbroken take).

As if those challenges weren’t enough, the ladies’ lounge is decorated with mirrors, though the camera must remain out of the shot. And in the confined space of the car, the camera has to dart to keep the actors from blocking whoever’s singing. In dance numbers, just as Astaire insisted that his whole body be photographed so that audiences could appreciate his every move, Bogdanovich keeps his cast on full view. The grand vision meant that cutaways couldn’t be inserted to cover missteps, and these limitations in turn required extra rehearsals and extra takes…above all, every one of the sixteen numbers required new solutions to ‘the whole issue of how they were going to hear and sing without accompaniment,’  [co-choreographer Rita] Abrams remembers.

  • William V Madison, writing about At Long Last Love in Madeline Kahn: Being the Music. A Life

It has been called an “infamous fiasco,” so I am mildly nervous to admit I embrace, nay, adore Peter Bogdanovich’s love roundelay At Long Last Love without qualification. 

On the other hand, I, and the film’s other admirers, a growing number, including the New Yorker’s Richard Brody, are right. 

This 1975 film built around the music of Cole Porter and sung live in long, unbroken, anything-but-static complicated takes, by performers generally not known for music, was Peter Bogdanovich’s first solely self-written, produced and directed film, and certainly hasn’t proven one for the masses, as few masterworks are, although the film should be more popular than it is, and has firmly made its reputation since its faltering opening. It is a romantic comedy both melancholic and giddy, about four lost souls whose cravings and illusions mesh, that may proclaim it is about finding (at long last!) love but is really about escaping loneliness and the necessity of friendship, with an unsettled ending emphasizing the impossibility of resolving its professed romantic themes.

The moment we indulge our affections, the earth is metamorphosed; there is no winter, and no night; all tragedies, all ennuis, vanish, — all duties even; nothing fills the proceeding eternity but the forms all radiant of beloved persons. Let the soul be assured that somewhere in the universe it should rejoin its friend, and it would be content and cheerful alone for a thousand years.

I awoke this morning with devout thanksgiving for my friends, the old and the new.

Ralph Waldo Emerson, Friendship (1841)

At Long Last Love was savaged upon release in the U.S., save a sympathetic review by Roger Ebert (and some good overseas notices), and hastily recut multiple times to diminished returns; Bogdanovich gave up on it, but as a sample of the passion the film provokes among its enthusiasts, James Blakely, the head of Fox’s editorial department, and a Cole Porter fan, apparently believed in the project, and stealthily recut the film back to Bogdanovich’s original vision without anyone knowing (!); Bogdanovich himself was astonished when he saw it broadcast with multiple numbers reinserted, returned to its original structure that was only seen in previews – this, thankfully, is the version that has been released on Blu-ray, projected in theaters and streamed online for over a decade now, and is the one discussed in this piece.

The tricky thing about musicals…is that if they’re really good, they look easy. Yet there is nothing tougher to pull off, as such contemporary filmmakers as Martin Scorsese, Francis Coppola, Woody Allen, and notoriously yours truly have learned to our (and our backers’) considerable cost.

  • Peter Bogdanovich, from his review of An American in Paris, found in Peter Bogdanovich’s Movies of the Week

At Long Last Love: What’s It All About?

At Long Last Love, starring Burt Reynolds, Cybil Shepherd, Madeline Kahn and Duilio Del Prete and written, produced and directed by Peter Bogdanovich, is a gang comedy (to borrow a term I have only heard David Mamet use but I like) about attractive but sad people, representative of all lots of life but sharing an existential ennui and an ability to burst into Cole Porter songs at a moment’s notice. Love sustains a melancholic melody always at the edge of its harmonious carefree outward smile, exceptional in its ability to dramatize the sadness always present among the incurably lonely, lightened considerably by discovery of like-minded friends, but never wholly dissipating.  If Cole Porter’s “I Loved Him (But He Didn’t Love Me)” is the song that sparked Bogdanovich’s imagination that this project could and should be done, “Friendship” is nonetheless At Long Last Love’s fulcrum and showstopper, with “Well, Did You Evah?,” a song where the newfound friends reassert their bond via Porter lyrics in response to a hostile environment of the ossified wealthy in Long Island, a close second. 

As David Thomson wrote about  Fred Astaire and Vincent Minelli’s The Band Wagon, “there really is something about the idea – so long as you don’t stress it – that putting on a show is the best thing in the world for your disasters and dreads,” and that’s what the four leads of At Long Last Love do; yearning for more, dodging the dread never far from the surface, they burst into song and dance and find each other as they recognize kindred souls with each traded verse and tentative step.  Pauline Kael in her contemporary review of Love accused Bogdanovich of longing for the “purity” of older musicals and “the innocence of the values enshrined in them” but this seems a misreading of a film where Bogdanovich goes back to the original unexpurgated Cole Porter Broadway lyrics that had long been watered down for popular culture intake and also denies his characters a traditional “happily ever after” ending. 

One thing Kael gets right in her review is in noting Bogdanovich “has a feeling for hurt” and “shows an understanding for loneliness,” but she didn’t spot that this film was his most audacious exploration of hurt and loneliness; Bogdanovich’s The Last Picture Show is note perfect, one of the greatest films ever made on any objective list (even ones including silent and foreign films!), but its exploration of loneliness and survival among those in a dying, arid Texas town seems almost obvious compared to what Bogdanovich is doing here, showing that the big city lights and noise that the teens in Picture Show yearn for will only provisionally blind you from your own existential dread.

While many see its shifting partners and focus on a community as a precursor to his personal favorite film, the gently sinuous masterpiece, They All Laughed, in 1981, Laughed is a much happier film, reflecting the love he felt for cast member Dorothy Stratten while making it. Love is a screwball courtship comedy, but also a dissatisfied film made by a filmmaker who had gone through a high-profile divorce and was currently in a relationship with Shepherd that was extravagantly appointed with magazine covers and television appearances but perhaps more fragile than the two let on (Shepherd confesses in her autobiography to having an affair around the time of making Love with an unnamed man who could only be producer and Bogdanovich friend Frank Marshall). At this point, Bogdanovich had unparalleled Hollywood success but perhaps no real answers for his melancholy, other than he knew devoted friendship sure beats self-pity and loneliness, its bonds more enduring than those built from primal sexual craving (and interestingly, Bogdanovich remained friends with Shepherd and Marshall long after their various breakups, with Shepherd helping him get Saint Jack made and Marshall helping him get Noises Off made. Friendship!).

At Long Last Love critiques the archetypal cinematic rhetoric of romance, love and happily-ever-afters; Bogdanovich, through his characters, proves realistic and unsentimental about his wistfully romantic instincts, but also allows them to enjoy the ride while it lasts, because there is no better ride. At Long Last Love takes as its central subject the comic awkwardness, ineptnesses and blunders of men and women attempting to partner up, their singing and dancing natural extensions of the characters’ sexual and communal excitement. 

The ending is happy in that the gang has held together, but the women, seeing beyond the men’s superficial infatuations. have returned the men to the couplings the women desire (on the dance floor, in response to the bandleader’s call to “Change Partners!”). This illustrates an adaptable, sensible social arrangement lacking illusions, which may prove tenuous, as the music slows and the lights come up.  There is no dreamlike wish fulfillment for these characters, the film instead ending with something like reality intruding for the final fadeout, as the four lovers look at each other forlornly, no more Porter lyrics to work them out of this funk, contradicting all the imaginative reveries that preceded it.  The film resolves with the characters recognizing the roundelay cannot really continue, but uncertain what to do about it.  It IS a most 1970s New Hollywood ending, with the characters changing partners one last time in a rote fashion before the fade, their expressions signaling they know something is lost irretrievably. They are way better off than they were when the film began when they did not know each other at all, but the final romantic transaction is more troubling than exalting.

The film has all the accoutrements of late 1930s musicals, but it’s more of a “creative dialogue” with the past than an homage, and for all the trappings it does not put on airs – the money and splendor is there, but everyone here knows it isn’t the answer. Michael Oliver Pritchard III (Burt Reynolds) is a heir in the grand tradition, but he doesn’t lord it over anyone and shares all he has with his friends, and precursors billionaire Dudley Moore’s love towards his valet John Gielguld in Arthur with the reveal that Pritchard grew in his mustache to look more like his valet Rodney (John Hillerman).

Brooke Carter (Cybil Shepherd) is a 1930s Holly Golightly, a girl not getting any younger who burns her candle at both ends and who has survived this far on beauty and luck, but is finding it progressively harder to make the numbers add up using that equation; Kitty O’Kelly (Madeline Kahn) is a public school kid who has worked her way up to being the star of a sold-out Broadway show, but ends up her nights singing alone with a bottle of gin her only companion. And Giovanni Spagnoli (quickly christened “Johnny Spanish” by those around him and played by Duilio Del Prete) is a well-meaning Italian immigrant with a positive nature whose transitory luck at the track and cards at the outset of the film hide the fact that he is living in squalor.

Alone, they are all miserable people.  Love begins with Madeline Kahn in a bravura extended take of “Down in the Depths on the 90th Floor” – a Broadway star with a swank apartment (yes, on the 90th floor), she ends up alone on her bed accidentally pouring that bottle of gin all over herself; Bogdanovich switches over to Del Prate winning at a card game, but returning home alone, trying to commiserate with an uncaring newspaper dealer (Liam Dunn) before singing to himself in his run-down tenement apartment; Shepherd, like Holly Golightly, coming home at 5 am after another unproductive evening of carousing, only to learn she is being evicted; and finally Burt Reynolds, rich as sin, but alone save for his loyal valet and only friend Rodney, desperate for even his life to somehow be different (starting with his asking Rodney if the time, 6 am, can be changed to 7 or even 8, simply because he’s discontented with life as it stands, now). 

At Long Last Love: The Musical Numbers

At Long Last Love is cheerfully aware of its genre; when Burt Reynolds breaks into “Poor Young Millionaire” as the second number of the film (“90th floor” has Kahn singing alone), valet Hillerman asks “are you singing to me?” and when Reynolds answers “no, to myself” he is told to “go right ahead” by Hillerman.  These characters gladly find themselves in a Cole Porter universe for two hours, where they are most articulate and droll, often surprising themselves and each other with how witty they are thanks to Porter, and it takes them out of their persistent lonely melancholy.

“Down on the Dumps on the 90th floor” begins the film with Kahn returning to her high-rise apartment alone after an unsatisfying date and sets up the tensions of the film – opulent locations contrasting unhappy, disenchanted people (Kahn is seemingly the person who torpedoed the date, knowing that this lover is NOT a friend, which is what she desires, unconsciously), with Bogdanovich and his team judiciously choreographing a long unbroken take with discrete camera movement through two rooms and a balcony using lighting effects to keep attention on Kahn’s live performance – the performers in Love, most unusually, sang all the songs live on set, which seems to have infuriated many on release but proves thrilling. 

The core despair the characters face in their early numbers all end with a comic button – Kahn spilling gin all over herself at the end of “Floor,” Reynolds’ car crashing at the end of “Poor Young Millionaire,” Shepherd comprehending she’s being evicted at the end of “Which” (“Which is the right life/ the simple or the nightlife?”), and Del Prete singing enthusiastically about “Tomorrow” only to inadvertently break a mirror, which nicely sums up Bogdanovich’s misery-with-a-smile tightrope act all the way through the film.

The  Lord & Taylor ladies’ lounge sequence at the climax, where Shepherd and Kahn take out their frustrations singing “Most Men Don’t Like Love,” egged on by the more worldly-wise Eileen Brennan as Shepherd’s maid and confidant, as an appreciative audience of fellow women look on, isn’t as bravura as Fred Astaire’s “Shine on Your Shoes”  number in The Band Wagon where he dances with Leroy Daniels, a real shoeshine man, but it has happy echoes. Like the Astaire-Daniels number, the energized extras are crucial to the enjoyment of the number.  Women (including Bogdanovich’s two little girls) continue to enter the lounge to discover the three brassy dames working out their frustrations, and erupt in cheers at the end, as should any judicious film watcher witnessing Bogdanovich’s perfect union of foreground and background, a complicated sequence in a mirrored room with involved extras shot in one extended take with several nimble camera moves, the performers singing live while dancing. 

Part of Love’s appeal is that what we witness is what is unfolding as it unfolds – no, these aren’t necessarily the best dancers and singers essaying the roles (although they’re all equal or superior to Hugh Jackman and currently “accepted” musical performers), but they are fully occupied, inhabiting characters compelled to dance and sing – there is none of the frozen-faced “excellence” that seeps into poorer musicals and killed the genre off, but a captured joy of performance that is part and parcel with the universe set up in the film’s exposition.  Each sequence is a celebration of Porter’s cultured and beloved songs (philosophical, amorous, funny and sometimes nonsensical); of the magic of movies (Bogdanovich, who typically prefers practical locations, uses Hollywood artifice here to glorious effect to fashion a make-believe world of silver and mirrors); of the joy and fragility and silliness of falling in love; of the delight and durability of friendship; and the hard, honest, fruitful work of the cast in lengthy, uninterrupted, masterfully constructed takes.

At Long Last Love is the best and most unlikely musical of the last fifty years. Sure, I’ll allow discussion of Cabaret, New York, New York, and Pennies from Heaven here, but will note that the only way Bob Fosse, Martin Scorsese and Herbert Ross were able to share their love of the musical was to make frankly miserable movies.  Bogdanovich has the audacity to have fun with his musical, apparently a daring stance among major filmmakers of the time.

At Long Last Love: The Performers

The seven primary actors (Reynolds, Shepherd, Kahn, Del Preto, Hillerman, Brennan and Mildred Natwick) are equally exceptional, and indeed despite protestations from the cast during filming that Bogdanovich favored Shepherd as she was his romantic partner in real life, it is clear in this definitive cut that all four members of the primary menage get equal footing, and virtually equal screen time (with supporting castmates Hillerman and Brennan not far behind). Bogdanovich can guide star turns, whether Cher in Mask or Barbra Streisand in What’s Up, Doc, but his natural inclination (particularly in self-written scripts up to and including the 21st century’s Squirrels to the Nuts, his version of the severely compromised She’s Funny That Way, soon to be released) is to fashion ensembles where the point is the vital nature of a community to help its constituent parts survive and remain sane. Reynolds risks his reputation and invests his charisma in a charming and convincing portrayal of a heir who has had wealth thrust upon him but is good-hearted and no snob; Reynolds insecurities about playing a part so against his White Lightning/Deliverance macho archetype are used by Bogdanovich to good effect –we’re rooting for him, and because he’s as talented as Reynolds is, he pulls it off (Bogdanovich told Reynolds he could sing in the kind of tossed-off manner Dean Martin deceptively made look simple – Reynolds is no Martin at song, but he is a more ingratiating, skilled actor, so it’s a wash). 

Duilio Del Preto has been historically underrated; superb in both Love and in Daisy Miller (and later cast as the lead in a Lucio Fulci horror film!), he can sing and is funny and self-effacing while being hunky and handsome.  Shepherd had often been maligned at the time for questionable reason – unquestionably talented and an ambitious performer, she could occasionally be abrasive when not modulated by strong direction, as in The Lady Vanishes remake in 1979.  In Love one might worry about her spoiled self-involvement in her first number, but we see shortly that her character Brooke will learn the key lesson of the film, “friendship,” and will be called out by the rest of the gang for her sporadic bratty unkindness in the actual “Friendship” number –Shepherd’s feisty and funny, putting a sophisticated offbeat comic spin on her line readings, and, of course, is  physically striking. Anyone who can pull of The Last Picture Show, The Heartbreak Kid, Daisy Miller, At Long Last Love and later spar with a young Bruce Willis in television’s Moonlighting is a force to be reckoned with.

But a central element to this film’s unfortunately long-disregarded quality and why it’s an essential document in film history, is the rare gem found within, that critics didn’t grasp at the time would prove scarce in quantity; a genuine lead role for the outrageously capable and funny Madeline Kahn, that makes the most of her eccentric chops as a singer and comedienne. Kahn sustains a loose, invitational style while also employing her smarts and her vulnerability, which Bogdanovich had mined well in Paper Moon but which wasn’t tapped at all for her classic turns in Mel Brooks’ Blazing Saddles and Young Frankenstein.  Burt Reynolds credits her in his autobiography with “[reading] under and between the lines and words…[and] knowing the subtext.”  As Kahn once told a friend, as relayed in William V. Madison’s essential biography of her, Kahn’s ambition was “to be the music,” and she gave Reynolds a key bit of advice that aligned with Bogdanovich’s vision of the film: the trick was not for the nervous Reynolds to be a singer, but to play a character who sings. Cybil Shepherd also relayed to Kahn’s biographer that in her view the original cut (now restored) “is one of Madeline’s masterpieces, if not the masterpiece.” There is a unique enjoyment witnessing actors make fools of themselves as personably and casually as the four leads do in At Long Last Love. They’re brilliant.

At Long Last Recognizing At Long Last Love

At Long Last Love was a tricky and challenging project; it is not a naïve film, nor is it a relic like many who should have known better suggested at the time; it is also not a film made out of rage like so much of the (great) output of the 1970s when Directors Were King; the film has wit and ideology, hypothesizing that romantic vacillation is maddening and inevitable, and thus sincere friendship (which is possible between a man and a woman in Bogdanovich’s world) reigns supreme.  This has been a running theme in Bogdanovich’s work – romantic indiscretions that are not precalculated with malice are forgivable, but you’ve got to be there for your pals when needed. Here, as in the following Nickelodeon, Texasville, They All Laughed, Noises Off, The Thing Called Love, and Squirrels to the Nuts, partners trade off, but the community as a whole endures, forging the emotional but not despairing unresolved-resolutions of most of his works.

Bogdanovich’s apparent early-career confidence as a director was tested here, as it is reported it was a fairly difficult shoot, plagued with actor insecurity, difficulty in execution, and sharpened knives pointed at Bogdanovich for his success (unwarranted but I guess inevitable) and for his ego and well-publicized private life with Shepherd (maybe earned, who knows, but beyond the point, especially now). 

What is not recognized enough is how impeccably the film is executed.  Bogdanovich’s humanist vision has often been out of odds with the films intelligentsia respond to –he is predisposed to empathize with and understand his characters and not wholly destroy them in the course of his works, at odds with the brilliant parallel films Friedkin, Coppola, Arthur Penn,De Palma and Scorsese were making in the 70s – in Scorsese’s musical New York, New York (which was also detested upon release, although it was more quickly reembraced by film enthusiasts than Bogdanovich’s filmthey’d make a great double feature at this point), Scorsese’s protagonist, played by Robert De Niro, is miserable, anguished and prone to screaming at and resenting the woman he “loves,” Liza Minelli, walking away from her as she gives birth to their child.  Scorsese’s striking exercise in hot-blooded misery is more decipherable as “70s cinema,” I guess, although to me it principally reflects Scorsese’s personal woman problems the way Bogdanovich’s films reflect his, except Bogdanovich’s problem is one of liking women all too much while appreciating and being beguiled by their mystery and strength, not being confused and threatened to the point of wanting to wallop them.

For audiences, basically [going to the movies is] a chance to go into a world of illusion. It’s an escape. There’s a most amazing thing about film: people point up at the screen in a movie theater and say, That’s a good movie. But the movie’s not there on the screen. The actual, tangible movie – the celluloid – is in the booth, behind them. The screen is nothing but a sheet with light and shadows on it – complete illusion. The magic lantern projects two-dimensional images on a blank screen, and it’s spellbinding. The director creates tricks for that magic lantern to do. A director has an opportunity to create a whole world each time he makes a film.

  • Peter Bogdanovich, interviewed for Harcour Brace Jovanovich’s MOVIES: Conversations with Peter Bogdanovich, 1974, a year before At Long Last Love was released.

At times you do not realize how extremely good a Bogdanovich film is until after you’ve already determined its worth, but then find yourself coming back to it in your thoughts and become eager to see it again.  His films, generally devoid of violence since his definitive statement on violence, Targets, don’t mechanically give you something to effortlessly hang your hat on upon first viewing, but Bogdanovich’s attention to detail, to melodic and graceful staging and cutting, developed by a quietly intellectual viewpoint combined with a readiness to be silly which throws critics much as it often threw them regarding Blake Edwards, holds up to further thorough study. He is a brilliant craftsman,a king, who challenges himself and, in the case of Love, led with his chin. Love getting trashed and buried while softheaded nostalgia like The Sting, charming enough, became a huge success, seems an injustice to the gods of cinema.

In a recent interview with Peter Tonguette for Tonguette’s book about him, Bogdanovich went into detail to describe the “black and white in color” cinematography by Lazlo Kovacs and production design by Gene Allen (who had often worked with George Cukor) that At Long Last Love achieves, explaining “I had a very simple desire, which was to keep it all black and white and silver and gray. No color at all. They think you mean you want some color, but muted. No, no color at all, except for the green grass, the eyes blue, and hair blond. But other than that, everything we can control should be black and white or silver and gray.”  When Tonguette asked Bogdanovich, who had already shot two films in black and white, if he ever thought of shooting At Long Last Love in black and white, Bogdanovich replied, laughing, “That would have been perverse.” If you don’t find that answer witty, I assent that the dry humor in the execution of At Long Last Love itself might not grab you instantly.  But I think you will come around.

A visual triumph, with one charming number after another, which presents itself as an open question which, alas, allowed hostile 1975 audiences to reach all the wrong initial conclusions, At Long Last Love is a sincere masterpiece of personal filmmaking, feeling old and new at the same time, and is made with an unadorned honesty and affection that apparently sets itself up to be screamed at, like Minnelli in New York, New York. Wry, eccentric, effervescent and bittersweet, At Long Last Love is a stylized dreamscape, but is really about ordinary experience – loneliness – in a heightened form, and the audacious, elegant sets and complicated long takes are almost required – the design is vital, the camerawork precise – Bogdanovich’s staging must live up to Porter’s lyricism, while being comic, as Porter is both sophisticated and funny. 

At Long Last Love is about the allure of romance and the necessity of friendship and is perhaps imperfect in the way Funny Face is, a winged fantasy that holds up for two hours and then simply ceases-to-be. Bogdanovich gives his characters a happy ending if you pay attention, as their friendships are restored, which will get them through it all, but romantic indecision will keep them from pure happiness, a wistful elegiac close where they are only tenuously coupled, but evermore devoted as a sextet (including Brennan and Hillerman, who are the only couple having any fun at the fade out). And I am, at the resolution, as I always am with Bogdanovich, glad to have entered these characters’ world and sad to be told I must go.  What I claim for At Long Last Love is simply that it knows what it is doing and does it exceptionally well, with intelligence, style and humor. It just took time for the rest of us to catch up.

O friend, my bosom said,
Through thee alone the sky is arched,
Through thee the rose is red,
All things through thee take nobler form,
And look beyond the earth,
And is the mill-round of our fate
A sun-path in thy worth.
Me too thy nobleness has taught
To master my despair;
The fountains of my hidden life
Are through thy friendship fair.

Ralph Waldo Emerson, Friendship (1841)

At Long Last Love: Odds & Ends

A number that was in some 16 mm prints of the film rented out to colleges and repertory houses, etc., but apparently has surfaced nowhere else, is currently on YouTube – this number is NOT in the final cut of At Long Last Love:

Here is an excerpt from the script, showing Bogdanovich’s efforts to make Porter’s lyrics integral to the dramatic proceedings:

Here are some pages from the press book promoting At Long Last Love (clearly they didn’t quite know what to do with it):

And here is the “Tomorrow” number with a verse not in the currently circulated version!:

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