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Jake (Scott Cooper) returns home looking for answers to a tragic night, seventeen years earlier, that left his best friend Marco (Craig Sheffer) dead and his father (Tommy Hinkley) holding the gun. Jake keeps his return a secret, spying on his alcoholic mother (Theresa Russell) from the shadows. A gifted painter, Jake moves into a studio owned by Catherine (Gabrielle Anwar), a beautiful and candid young woman with two children. When Jake begins to fall in love with Catherine, his carefully contained past erupts, forcing him to re-examine what really happened seventeen years ago.