Directed by Rick Rosenthal and adapted from Scott Sommer's 1979 novel Nearing Grace by MEAN CREEK writer-director Jacob Aaron Estes, this intimate coming-of-age story benefits from excellent performances, notably Gregory Smith's (of TV's Everwood) as a teenager knocked off course by the repercussions of his mother's death. The men of the suburban New Jersey Nearing family — middle-aged Shep (David Morse), a freewheeling college professor, older son Blair (David Moscow) and 17-year-old Henry (Smith) — know they adore Mama Rose (Shannon Day), but don't realize until she's gone that she's the glue holding them together. Within months of her death, Blair has taken off on a drug-fueled road trip with his free-spirited girlfriend, and Shep has quit working to devote himself to serious drinking. Henry appears to be keeping it together, going to school and continuing to hang out with his best friend, Merna Ash (Ashley Johnson), but he's emotionally unmoored and drifting into dangerous waters. Merna and Henry are clearly made for each other — maybe not forever, but absolutely for now; a pair of smart, creative, hyper-articulate teenagers suspicious of both small-town conformity and faddish pop-culture attitudes could do worse than to navigate the transition from high school to college together. But Henry is oblivious to Merna's girlfriend potential and instead sets his sites on high-school heartbreaker Grace Chance (Jordana Brewster), a spoiled, insecurity-riddled rich girl with a jealous boyfriend. Grace traps Henry on an emotional roller coaster, responding to his advances and then turning a cold shoulder, coming back and rejecting him again. Henry sets fire to her boyfriend's car, retreats to the basement to ponder the meaning of life and emerges convinced there's no point in finishing his senior year — so what if he doesn't graduate? Supportive Merna does her best to pull him out of his funk but sensibly refuses to get mired in it: She's already been accepted to New York's Columbia University, where she plans to study music, and when Henry can't even commit to attending the prom with her, she invites her Columbia preadmissions mentor, an older student. Sommer's novel is steeped in post-counterculture backlash and teen angst, and some of its narrative contrivances are unconvincing. But Smith vividly evokes the overwhelming intensity of teenage emotions without seeming like a privileged whiner and Brewster finds surprising complexity in Grace, who could easily have been a cliched, one-note bitch. The story is small, but their performances give it depth and weight.