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In a way that's confounding at first, but rewarding upon reflection, nothing in "I'll See You in My Dreams" turns out quite the way you expect it to.

The film follows Carol (Blythe Danner), a woman of some years who finds herself surprisingly alone when her longtime canine companion must be euthanized. Her husband is long dead. While she still has good friends, most are living very different lives in a retirement community — a lifestyle our capable and independent heroine refuses to accept. Seeking a new kind of connection in her life, Carol strikes up relationships with her awkward 20-something pool attendant (Martin Starr) and a silver-haired, silver-tongued retiree (Sam Elliott).

And she falls in love with one of them and realizes there's still magic to be found in the twilight years, right? Not quite. There's plenty of love, romance and unexpected connection to be found in writer and first-time director Brett Haley's script, but it plays out with all the pleasant and unpleasant surprises of real life.

If Haley's story occasionally feels meandering, it's just because he's not following the pat beats you might expect of the average senior rom-com or drama. In the process, he comes up with something sweeter, more insightful and more resonant.

Fortunately, Haley has a tremendous cast to anchor his film. Elliott and Starr give charming and well-developed supporting performances, while Rhea Perlman, June Squibb and Mary Kay Place make a powerhouse Greek chorus as Carol's trio of bosom buddies.

But Danner is the radiant center of this film. Sublimely underplaying even the biggest moments, she, like her character, wins our sympathy, but refuses our pity. Her masterful performance is the perfect anchor for a touching, funny and thoughtful film that trades in honesty rather than artifice.

'I'll See You in My Dreams'

GRADE: B+

Rated PG-13 for sexual material, drug use and brief strong language

Running time: 95 minutes

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