When Carter Armstrong left Tennessee in 1993 with his mother and baby brother Ellis, he didn't look back. Years later, however, a diagnosis of leukemia forces the two now-motherless brothers to hit the road again, heading home at last in search of the abusive father who may or may not be a marrow match for dying Ellis. Car trouble in Texas leads Carter and Ellis to make the acquaintance of a diner waitress, Crystal, who has her own demons to flee and singing dreams to pursue in Tennessee. The relationship that brews between the three is a heartwarming, contemporary spin on the American road movie. With a poignant script by Russell Schaumburg, Tennessee is borne along by a lyrical alt-country score and subtle psychological momentum. The film owes much of its staying power to its real and tender sense of place. Cinematographer David Greene really knows how to shoot the hardscrabble west, and Woodley draws unerringly specific performances from every member of the principal cast. These are people living accidentally small lives in a grand space, and it's time for their worlds to expand. Adam Rothenberg brings a magnetic intensity to his portrayal of the laconic Carter, Ethan Peck gracefully balances the hard edge and sensitivity of Ellis, and Mariah Carey delivers a subtle performance as songbird Crystal. And the movie in general has a musical sense of pace: By turns suspenseful and meditative, Tennessee builds to its surprising conclusion by hitting new notes that feel instantly familiar.

Aaron Woodley