Carol Peterson, the longtime widow played by Blythe Danner in the poignant character study I'll See You in My Dreams, has everything in order.

The alarm goes off at 6 o'clock. Meals are made. Wine is sipped. There is a garden to tend, a dog to walk.

In a retirement community nearby, a trio of friends - Rhea Perlman, Mary Kay Place, June Squibb - gossip, gab, and play cards. They nag Carol to sell her house and move in. It's not likely. Carol has her rhythms and routines; she savors her independence, the comfort, the quiet.

But there would be little point to writer/director Brett Haley's telling this story if that's how things remained - and they don't.

Two men enter Carol's life: Lloyd (Martin Starr), a college grad who has moved back in with his mother and who cleans pools for a living, and Bill (Sam Elliott), an older gent with a Texas drawl, a glint in his eye, and an unlighted cigar in his mouth.

Lloyd, a sadsack underachiever, becomes a friend, sharing drinks and even making an expedition with Carol to a karaoke bar. Long ago, before she had a husband and then a daughter, Carol was the singer in a band. Lloyd encourages her to take the stage; she does likewise with him. He's a songwriter, of sorts, himself.

Bill becomes something more than a friend. He first spots Carol in the supermarket. He sees her again at the country club, asks her to dinner, takes her on his boat. Maybe, just maybe, that spark and intimacy of close companionship could happen again. It's not too late, is it?

I'll See You in My Dreams is delicate and nuanced, with writing that rejects, or at least reshapes, the cliches of movies about people facing the glare of their sunset years. Malin Akerman shows up as Carol's daughter, Katherine, flying down to L.A. to spend a few days with her mom - and finding her uncharacteristically unsettled and excited.

There's a song (by Lloyd) that's too drippy for its own good, and there's a rat that makes an unwelcome entrance into Carol's home, providing some writerly metaphor along with the shock and unease.

But mostly, this nicely observed portrait, tinged with sadness, shines. And Danner, at its center, shines the brightest.