Sammy and Terry Prescott are a sister and brother from Scottsville, a small, out of the way town in upstate New York. Orphaned at a young age, they have remained very close despite the two totally different paths their lives have taken. Married and divorced at a young age, Sammy is a devoted but somewhat overprotective mother to her eight-year-old son, Rudy, who harbors romantic notions about his absentee father. Terry leads a troubled and nomadic existence; he is very charming but totally irresponsible and self destructive. When Terry comes home, his presence inspires Sammy to break out from many of the duller routines of her small-town existence, causing her to push the limits of her relationships, while Terry and Rudy form a real friendship. Ultimately, Sammy's routinized life conflicts with Terry's wild irresponsibility, and their human limitations bump up against each other until a final crisis nearly forces them apart.

Matthew Broderick, who took on the role of the nitpicking bank manager Brian, and writer/director Kenneth Lonergan have been best friends since they were 15 years old and Broderick was acting in Lonergan's high school plays. "That was my first lead," Broderick recalls. "And then we did more plays together. We put a lot of energy into that part of school. Only that part."

They had met during a school production of "A Midsummer Night's Dream" where, Broderick recollects, "he played Demetrius and I played the Wall."

"I like the role of Brian," says Broderick. "I don't judge him all that much. I tried to make him real and interesting and entertaining. It isn't a big part, but it's funny. That's why I wanted to do it." Also, he adds, "I would do anything for Kenny."

"He was very assured," Broderick says. "He's had a lot of experience fighting for his point of view with people who want to tell him what to do. So he was very good at keeping control of things."

"People say that Kenny is shy, but don't let it fool you," says Broderick. "He was never really intimidated by anyone in power."

The production had to adjust to these rigors accordingly. Matthew Broderick shot his scenes on his days off from starring in the Broadway play "Night Must Fall." He would leave for upstate New York immediately after the Sunday matinee, film all day Monday and half of Tuesday, then head back to the city for the Tuesday evening performance. Despite his grueling schedule, Broderick enjoyed working on a small, indie film again. "Independents have more of a team spirit to them that I think is quite nice," he says. "I enjoyed coming up here."