The death of the Kimbrough family matriarch affects the three male survivors of the clan. Widower Easy (Bruce Dern) tries to reconnect with his old flame, Marg (Elizabeth Ashley). Eldest son and struggling musician Guy (Jayce Bartok) moves back to town, feeling guilty that he missed the funeral. His brother, Beagle (Aaron Stanford), who was his mother's caretaker, falls for Marg's granddaughter, Georgia (Kristen Stewart), a chronically ill girl who fears her time is growing short.