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Three high school buddies (Eddie Kaye Thomas, Kip Pardue, Josh Cooke), now in their 20s, arrive home to their small hometown for the funeral of their mutual friend Bender. They spend the days before the funeral reliving past glories and contemplating the future. Since high school, the three have stalled on their way to maturity in different ways, but Bender's death opens their eyes to a future that is more than a little frightening, but still inevitable.