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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| Directing | Mary Stuart Masterson | Director |
| Writing | Jayce Bartok | Writer |
| Sound | Duncan Sheik | Original Music Composer |
| Camera | Peter Masterson | Director of Photography |
| Editing | Joe Landauer | Editor |
| Editing | Colleen Sharp | Editor |
| Production | Kerry Barden | Casting |
| Production | Paul Schnee | Casting |
| Production | Billy Hopkins | Casting |
| Production | Suzanne Smith Crowley | Casting |
| Costume & Make-Up | Marina Draghici | Costume Design |
| Art | David Stein | Production Design |
| Directing | Kirsten Kearse | Script Supervisor |
| Production | Lori Eastside | Extras Casting |
| Camera | Nicole Rivelli | Still Photographer |
| Sound | Krissopher Chevannes | ADR Recordist |
| Sound | Jack Hutson | Production Sound Mixer |
| Sound | Travis MacKay | ADR Recordist |
| Sound | Lewis Goldstein | Supervising Sound Editor |
| Sound | Lewis Goldstein | Sound Re-Recording Mixer |
| Sound | Rusty Dunn | Sound Designer |
| Sound | Rusty Dunn | Sound Effects Editor |
| Sound | David Briggs | Dialogue Editor |
| Sound | Bobby Johanson | ADR Engineer |
| Sound | Jay Peck | Foley Artist |
| Sound | Ryan Collison | Foley Recording Engineer |
| Costume & Make-Up | Roseann Milano | Wardrobe Supervisor |
| Art | Lisa Scoppa | Set Decoration |
| Production | Esmé von Hoffman | Production Assistant |
| Production | Allen Bain | Producer |
| Production | Mary Stuart Masterson | Producer |
| Production | Darren Goldberg | Producer |
| Production | Elle Key | Producer |
| Production | Jesse Scolaro | Producer |
| Production | Jayce Bartok | Co-Producer |
