Judy herself (Edie Falco) is preparing to move to L.A. and pursue her dream of being an actress. (She's earned money by working at a historical recreation village, pretending to churn butter, etc.) She meets up with David Gold, now sponging off his parents after trying to work in L.A. David's father (Bob Dishy) is the local high school principal, whose wife (the late Madeline Kahn) is lonely and off-center, sending him to the arms of Judy's mother (Barbara Barrie), who is one of his teachers. And while Judy prepares to leave, a total eclipse of the sun is about to occur.

The ensemble cast and issues of complex family lives intertwining reminded me of a lower-budget MAGNOLIA, but it comes to resemble an extended TWILIGHT ZONE episode, especially since it was filmed in black-and-white. I mean that as a compliment!

The performances are excellent. I was reminded of how much I will miss Madeline Kahn, and there are a few scenes featuring conversation between the school secretary (Anne Meara) and lunch lady (Julie Kavner) that are hilarious. But I was most impressed by Barbara Barrie, an actress who needs to be seen more on the screen. I've always enjoyed her performances, but she is remarkable in this film. Barrie catches both the humor and determination and genuine affection of a good grade school teacher and the frustration and longing of age and loneliness. In a just world, she would be one of Oscar's final five for Best Actress.