UPSTATE tells the story of Liz, who, after the death of her mother, emerges from a period of self-inflicted isolation to visit her oldest friend Steve. Over the course of a long weekend in the country, Liz and Steve attempt to overcome their history of mixed signals and missed connections. The presence of Steve`s new wife Sylvia further complicates the situation. Beautiful, assured and ten years their senior, Sylvia refuses to stand by and watch Liz and Steve "catch up". Liz`s uncertain desire for Steve and Steve`s doubts about his own choices force the three of them to confront questions of sexuality, aging and loss, both real loss and the loss of opportunities not taken.