Though it has this certain "Lifetime Movie of the Week" quality about it, The Cake Eaters is one of those films that sneaks up on you a half hour after the credits roll. Pic, which marks Mary Stuart Masterson's directorial debut, is charming when it needs to be, and careful not to become too melodramatic. It's one of those comfortable quiet films where most of the action is non-verbal and the characters rarely ever say what's really on their minds. But when they do, the dialogue is delivered in a way that's so personal, you almost feel like that awkward third party -- the ear that's not supposed to be hearing all this. Set in one of the many small towns of Upstate New York, most of the drama revolves around two families; each dealing with their own separate tragedies.

The Kimbrough's, which consist of Easy (Bruce Dern) and his two sons Beagle (Aaron Stanford) and Guy (Jayce Bartok), are still trying to come to terms with the recent death of their wife and mother. Things become a bit complicated when Guy returns home after disappearing to New York City for three years in search of those rock star dreams. Thus, he missed his mother's slow, agonizing death; he wasn't there when the cancer was at its worst. And he never made it to the funeral. Meanwhile, Beagle was at his mother's side every moment of every day -- even in the end when not even Easy could stomach the sight of his deteriorating wife. Throughout the film, there's this thick tension between all three men; tension that turns to anger once it's revealed to Beagle that his father had been having an affair for years.

Not only that, but the other woman is grandmother (Elizabeth Ashley) to a girl Beagle is slowly falling in love with. Which brings us to the other family; a set of folks dealing with their own illness. However, this time it's their teenage daughter Georgia (Kristen Stewart) who's suffering from Friedriech's Ataxia, a disease that attacks the nervous system making it hard for her to walk without shaking, or talk without slurring. Fully aware that she might not have a lot of time left, Georgia is determined to experience sex with another boy. And when she meets the shy, unassuming Beagle at a flea market, he becomes her target. From there, we bounce between three separate, yet interconnecting romances; that of Beagle and Georgia, Easy and his no-longer-a-mistress Marg, and Guy and his old flame Stephanie (Miriam Shor). Though Beagle and Georgia's journey is clearly the most fleshed-out, each story has its own predictable little twists that manage to keep your attention just long enough so that you're not itching to look at the watch.

These aren't the only two families involved in this film; behind the camera, Masterson directs while her brother Peter serves as DP. Combined, the Masterson siblings manage to capture every square inch of beauty trapped within this small town. The pacing is well-timed, and the script (penned by Bartok) does a good job of making the audience read between the lines. Nothing seemed too forced or out of place, and though the dialogue needed work in some spots, it was refreshing to watch a film that made you work to understand its character's emotions. Thankfully missing are any flashbacks to the good times Beagle shared with his mother while she was still alive; instead, a lot of his guilt and pain is silent. Is he really falling in love with Georgia, or is he simply trying to accomplish what he failed to do for his mother; that being, to save her.

Credit also has to go to the performances; mainly Stanford and Stewart. In a film where most of the action revolves around what's not being said, Stanford breathes life into a character who goes to great lengths to hide his emotions. Here's a kid who continues to chew tobacco because it's the only stability he still has left. Here's a kid who's so used to taking care of other people that when it finally comes time to take care of himself, he doesn't know how to act, what to do, or how to feel. On the other hand, Stewart plays the part of a teenage girl coping with a terminal disease so convincingly, you never see the actress in her. It's a performance so painful and so real that I'm surprised her name hasn't come up in award conversations. Unlike Beagel, she's extremely vocal -- tells people how she feels and what she wants -- in order to not seem weak; to fit in. The tug-of-war relationship she has with her mother (an aspiring photographer who takes semi-nude photos of her daughter in an attempt to either spread word about the disease or became famous herself) is a fascinating one that I wish was explored a bit more. Then again, slice of life films are all about the little moments; Masterson lets us hang out with these characters, but she doesn't dissect them. This way, when the movie finally ends, you're left with a host of unanswered questions; the answers to which you'll have to discover yourself.