A New York actress who's feeling too old for the part, comes to play Shakespeare's Cleopatra at a regional theatre, and finds herself falling for the local character actor, who's bisexual. Backstage and offstage, the couple shares the wisdom that comes with maturity as well as a great fear of being newly vulnerable. Witty, literate, and with a modern perspective on commitment, actor-director-writer George Crowley's film aspires to the character-based work of masters like Mazursky, Pollack and Cassavetes. With Pamela Guest and Stephen Reyes, and cinematography by award-winning Eve Cuyen.