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| Gena Rowlands | Aunt Mae |
| Jacob Tierney | David, aged 15 |
| Diana Scarwid | Sarah |
| Drake Bell | David, aged 10 |
| Denis Leary | Frank |
| Leo Burmester | Bobbie Lee Taylor |
| Frances Conroy | Miss Scover |
| Peter McRobbie | Reverend Watkins |
| Joan Glover | Flora |
| Dana Dick | Jo Lynne |
| Virgil Graham Hopkins | Mr. Williams |
In 1940s Georgia, teenager David boards a train and escapes the destitute town in which he was raised. During the ride, he ponders his lonely upbringing. As a sensitive young boy, David was bullied by his father, Frank, and rejected by his peers. Things got worse for the impoverished family when mother Sarah had a mental breakdown. But a ray of hope appeared in the form of David's eccentric aunt, Mae, who bonded with the misfit boy.
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