I'll See You in My Dreams

**Spoiler Alert**

Director: Brett Haley/Starring: Blythe Danner, Sam Elliott, Mary Kay Place, Rhea Perlman, June Squibb and Martin Starr

It's nice to know a film like I'll See You in My Dreams received proper marketing because Hollywood's virulent aversion to promoting movies cast with women over 40 is still an unfortunate reality. And though the industry's Dead-After-Forty regard for women persists, sometimes pleasing aberrations like Brett Haley's film manage to sneak their way into local theaters.

Featuring a mostly mature, ensemble cast led by Blythe Danner and Sam Elliott, the film doesn't push a sensationalized Bucket List or Last Vegas, let's-have-one-last-romp-before-total-senescence premise. Instead, we see something more gentle and touching that bears some resemblance to reality.

The narrative focal point; Carol Peterson (the estimable Blythe Danner) is a woman who spends her days in her small, suburban L.A. community playing cards with her other gray-haired friends and spending time around her house. The days pass comfortably. If the anxieties of aging aren't entirely conspicuous, they nevertheless lurk somewhere in the psyches of Carol and her group.

When the film begins, Carol has just lost her beloved canine companion Oscar. As he rests on a veterinarian's table awaiting euthanasia, Carol offers a tearful farewell.

Later, grieving alone in her house, she hears stirring. When she investigates the sound, she discovers a rat, scurrying about. Frightened, Carol decides to spend the night outdoors on her patio couch, near her pool. The next morning she is startled awake by the pool cleaner, Lloyd (a disarming and charming Martin Starr) and though she is curt with him at first, she enlists his help in Her rat-search. Unsuccessful, he leaves but upon his return, Carol invites him in for a glass of wine, which forms the basis of a platonic companionship. Most dialogue we hear in movies serves mostly as expository data but director Brett Haley would rather we hear what has become an endangered species in film: real conversation. Not only do we learn something of Carol and Lloyd's respective pasts in their engaging colloquy, but we also glean something about their characters in the manner by which they tell their stories. Haley makes their conversation something more than just factoid spillage.

We learn Carol was once a singer in her youth but abandoned it almost overnight. We also learn she was once a teacher and has been alone for twenty years since she lost her husband in a plane crash. She also mentions her daughter, who she hasn't seen in some time. Lloyd tells a sad story about his move from Austin to be with his mother; though he is quick to point out that his mother may not actually like having him around. One evening, as he takes his leave of Carol, he tells her she is an excellent drinking buddy.

Meanwhile, as Carol's friends gather for their regular card game, the conversation inevitably turns to dating and meeting men, which is of little interest to her. Her friend Sally (Rhea Perlman), talks her into trying speed dating; an experience that proves to be comically unfortunate.

But while browsing the pharmacy at a local drugstore, a handsome man her age offers her a compliment. She sees the same man at the country club and again later in a parking lot. He strikes up a conversation with her then asks for her number. The two eventually meet for a date on his boat where the man, whose name is Bill (the charismatic Sam Elliott) invites Carol out for a fishing excursion. In the course of a dinner conversation, he tells Carol he has no family and doesn't like to be alone. But his easy-going charm proves to be irresistible. As their relationship simmers, Carol begins to fall under his spell. But one morning at Carol's breakfast table, Bill mentions marriage, which elicits a wary response. It doesn't help that Lloyd shows up at her door, hoping to spend time with Carol, only to meet Bill.

As the idea of forming something permanent with Bill takes hold, the story takes a tragic, unexpected turn. The misfortune coincides with Carol's daughter Katherine's (Malin Ackerman) visit. Some mild tensions between mother and daughter surface shortly thereafter.

In aftermath of the tragedy, Carol finds her odd but satisfying friendship with Lloyd and her circle of friends to be an indispensable balm. An upbeat ending, where Carol and her friends spontaneously hatch a plan to take a trip, is a nice coda to a story whose simplicity is one of its strongest attributes.

A film so character and dialogue-driven can only work if 1) The dialogue isn't talky time-filler and 2) the director can craft an affective story from limited narrative tools. We've seen many films about aging men and women, staving off the depredations of old age but Haley's film is something else. For once the characters aren't battling Alzheimers's. Instead, they face the most harrowing condition of old age: loneliness. Fortunately for Carol, her circle of friends prove to be socially and emotionally satisfying. It is a rare occasion when we see women who don't necessarily need men to validate their existence; though, in Sally and Rona's (Mary Kay Place) cases, they aren't exactly averse to the idea. The film seems to embrace the refreshing notion that friendship can be as fulfilling, if not more, than romantic relationships. This is borne out in the speed-dating scene, where Carol finds the prospective lovers to be needy, unusually randy or just hopelessly incompatible.

And of course the film would be the poorer if the leads weren't as magnetic as Danner and Elliott. I can't remember a time Danner ever had the lead role in a film and it is sad to think it has only happened now in the autumn of her career (late winter, by Hollywood's reckoning). Danner's character isn't a sunny geriatric but someone whose personality and life is more nuanced. Though we might not normally notice someone like Carol if we saw her in a grocery store, Danner makes her someone worthy of our attention. Elliott is no less compelling. For the little we see of him in the film, he makes his presence known (doesn't he always?) and gives a seemingly confident, content man somber shadings. Martin Starr is also intriguing. He is quite terrific at being both comic relief and embodying a character whose life is something other than triumphant.

I think the film slips a bit when Carol and her friends decide to toke medicinal marijuana. The subsequent scene of the women standing before a grocery counter with mounds of junk food seems a little obligatory though I guess it is somewhat fun. The Carol/Katherine story also seemed a bit rote and maybe unnecessary. The film would have lost little if Ackerman's character had been edited out of the narrative.

Haley, who also co-wrote the script, goes for understatement, which proves to be a sound approach. No melodrama or grandiose, theater-like pronunciations; only the drama of the quotidian.

I liked Haley's film; it had a few surprises and seductive charms. Danner and Elliott together onscreen was reason enough to see the film, but it didn't rest on the lead's volcanic appeal.

I don't know what kind of life I'll See You in My Dreams will enjoy in the theaters but it deserves more than the modest box office it will most likely earn. Let's hope it doesn't get stomped by Mad Max and Iron Man on its way to streaming oblivion.