Steven Soderbergh, after the success of sex, lies, and videotape and the commercial failure of Kafka, pulls a rabbit out of his hat with this quiet and evocative recollection of a childhood lived in the Depression, based on A. E. Hotchner's memoir. Twelve-year-old Aaron Kurlander (Jesse Bradford) is coming of age in a rotting working class section of St. Louis in 1933. As the film begins, Aaron's family is coming apart at the seams due to the increasingly bleak economy. His father (Jeroen Krabbe) ekes out a living with a series of failed sales jobs as the family lives in the dilapidated Empire Hotel in a seamy section of town. When his younger brother (Cameron Boyd) is sent to live with relatives to save expenses, his consumptive mother (Lisa Eichhorn) goes away to a sanitarium and his father abandons him to sell watches in Iowa. At first Aaron retreats into a concocted fantasy world but he gradually becomes drawn into the shattered lives of the tenants of the hotel. Aaron sees the rotting social fabric laid bare and discovers he must temper his childhood dreams with the hard-hitting realities of adult existence.