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| Elizabeth Ashley | Marg |
| Talia Balsam | Violet |
| Jayce Bartok | Guy Kimbrough |
| Bruce Dern | Easy Kimbrough |
| Kristen Stewart | Georgia Kaminski |
| Aaron Stanford | Dwight ``Beagle'' Kimbrough |
| Tom Cavanagh | Lloyd |
| Melissa Leo | Ceci Kimbrough |
| Jesse L. Martin | Judd |
The death of the Kimbrough family matriarch affects the three male survivors of the clan. Widower Easy tries to reconnect with his old flame, Marg . Eldest son and struggling musician Guy moves back to town, feeling guilty that he missed the funeral. His brother, Beagle, who was his mother's caretaker, falls for Marg's granddaughter, Georgia, a chronically ill girl who fears her time is growing short.
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