Writer-director-actor Edward Burns (The Brothers McMullen, She's the One) looks at small-town ex-lovers in this low-key, blue-collar drama with atmospheric, muted-color cinematography by Emmy-winner Frank Prinzi (Northern Exposure). To the tune of Sheryl Crow's "Home", Charlie (Burns) returns to his quiet seaboard hometown to win back his ex-girlfriend Claudia (Lauren Holly), whom he abandoned three years earlier. He quickly learns that she's now engaged to Michael (Jon Bon Jovi), his best buddy since elementary school. Claudia has a dull job as a waitress at a slow-paced diner, while Michael repairs autos at a local garage. Michael loves her, but Charlie's return forces her to re-examine her life. Burns commented, "I wanted to do a drama about a working-class community, about the kind of people I grew up with, and take a look at what their lives are like as they hit their 30s and start to put their adolescent dreams aside. Their old hopes and dreams get rekindled, so they try and go for it one more time. And in the end they discover that you can't relive your past." Songs relate literally to the onscreen action, with tunes by Lynryd Skynryd, Glen Campbell, Pete Yorn, Georges Gasguy & Saveur Mallia, Macy Gray, Patti Scialfa, Bruce Springsteen, Local H, Sponge, and the Allman Brothers. Filmed on location during the off-season at Rockaway Beach, Queens, not far from New York's JFK Airport.