Goldie Hawn garnered favorable reviews with her TV-movie directorial debut, a family drama set against the backdrop of racism in the American South of the early '60s. While in 1962 the Cuban Missile Crisis generates fears among adults, 12-year-old Lilly Kate Burns (Jena Malone) dreams of a career as a dancer. The problem is how to escape her dreary small-town existence, where she's surrounded by her mother (Mary Ellen Trainor), a stroke victim; her bigoted Uncle Ray (J.T. Walsh), a theater owner; her dejected Aunt Emma (Christine Lahti); and her alcoholic dance teacher Muriel (Catherine O'Hara). In addition to young Billy (Lee Norris), Lilly is also friends with black minister Jediah Walker (Jeffrey D. Sams). Uncle Ray has provided only a single exit in his theater, and when a young black boy dies in a theater fire, the tragedy sparks and inflames local racial conflicts. Uncle Ray is charged with wrongful death, and Lilly contemplates the nature of truth and justice. Filmed on location in Anderson, Texas.