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Writer/director Boaz Yakin explores the burdens carried by the descendants of those who survived with this family drama about a woman (Jacqueline Bisset) who managed to live through her harrowing stint in a Nazi concentration camp, and her two dysfunctional sons. Having managed to survive in a Nazi concentration camp by seducing the doctor who carried out experimental surgeries on the prisoners, a young Jewish woman moves to New York and starts a family. Years later, her two grown sons seem poised to become casualties of their mother's desperate past. Her eldest son (Josh Lucas) works at a fraudulent modeling agency that profits off the dreams of fame seekers. His psychosexual escapades and intellectual diatribes act as a barrier to the outside world, yet just when it seems that his life has lost all meaning, a charming young co-worker (Adam Brody) helps him to realize that in order to survive, he will have to embrace change. Meanwhile, the highly erratic mother and her younger son (Lukas Haas) have become locked in a compulsive, co-dependent cycle that now threatens to consume them both.