When an unexpected guest shows up at the doorstep of Rita and Heaton Upshaw’s dilapidated bed-and-breakfast, he gives them the business plan that turns their fortunes around: making their B & B the last stop for assisted suicides organized by the secretive Socrates Society. Rita (ILLEANA DOUGLAS) and Heaton (KEVIN POLLAK) pour their long-buried love for community theater into their work, granting their lodgers’ last wishes and elevating their last nights into works of (almost) art. But the pressures of success expose cracks in the Upshaw’s marriage. Heaton develops an infatuation with their sexy divorcee neighbor (MOLLY SIMS), and Rita wonders if she’s sacrificed too many of her early dreams. Through the ups and downs of their new adventure, the Upshaws ultimately discover that life is, as the Socrates Society’s motto states, All About The Love.

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Cast & Crew



Don Most

Don Most is probably best known for his co-starring role as Ralph in the long running television series “Happy Days”. During this time, he worked with such emerging talents as Ron Howard and Garry Marshall. Recently, Don was seen in a recurring role on the hit TV show – “Glee”, as well as starring roles… Read More…

Rance Howard

Rance Howard was born on November 17, 1928 in Oklahoma, USA as Harold Rance Beckenholdt. He is an actor and writer, known for A Beautiful Mind (2001), Nebraska (2013) and How the Grinch Stole Christmas (2000). He has been married to Judy Howard since June 29, 2001. He was previously married to Jean Speegle Howard.

Kevin Pollak

Kevin Pollak (Heaton Upshaw, Producer) has captured the attention of audiences worldwide with his range of both dramatic and comedic roles. He has appeared in over seventy films, as well as countless television projects, and has established himself as one of the few stand-up comedians to have a successful dramatic film career. In 1988, shortly after… Read More…

Illeana Douglas

Illeana Douglas (Rita Upshaw, Executive Producer) is a hit with critics and moviegoers alike. She has a recurring role on the NBC show “Welcome to Sweden” (2014-2015), a Swedish/American comedy shot in Sweden and produced by Amy Poehler. Current films include She’s Funny That Way (2014), directed by Peter Bogdanovitch, The Bronze (2014), Pearly Gates… Read More…

Molly Sims

Molly Sims (Claire Bird) is recognized for her work as an actress, model, and active humanitarian and is expanding her list of credits with her upcoming book, The Everyday Supermodel. As an actress, Molly Sims successfully transitioned from supermodel to thespian by playing the manipulative Delinda Deline for 5 seasons on NBC’s hit television series,… Read More…

Greg Grunberg

Greg Grunberg (Mahoney) – is best known for his roles as police detective Matt Parkman on the award-winning series “Heroes,” Captain Seth Norris on “Lost,” Eric Weiss on “Alias,” and Sean Blumberg on “Felicity.” In 2013 Greg starred in the feature film Big Ass Spider. He is currently recurring on the hit Showtime series “Masters… Read More…

Bruce Mason

Bruce Mason (Writer and Director) makes his feature debut with Chez Upshaw, for which he was awarded Best Director at The IFS Film Festival. In addition to numerous theater and television credits, he previously wrote and directed the award-winning short Clowns, which starred Dan Butler and John Fleck and was produced by Christopher Lore. Clowns… Read More…

Shane Johnson

Shane Johnson (Slade Woodshed) While known mostly as an actor, Shane has also ventured into producing, writing and animation. Given his passion for one particular project, he taught himself how to animate and has since been developing multiple projects. He’s also ventured into scripted and reality TV as a writer/creator, striking deals with production companies… Read More…

Marvin V. Acuna

Marvin V. Acuna (Producer) – is the CEO and President of Rainmakers, AE Inc, the Co-Founder of The Business Of Show Institute and LA Dinner Club, and the CMO of Mr. Acuna is the co-creator and the Executive Producer of the elimination competition series for BRAVO titled “Platinum Hit,” which showcases undiscovered singers and… Read More…

Samuel Ameen

Samuel Ameen (Cinematographer) has worked with a wide range of filmmakers including Academy Award winning actor/director Jon Voight and Golden Globe winning actor/director Anthony Edwards. His independent features have been official selections at many acclaimed venues including The Sundance Film Festival, AFI Fest, The Taos Film Festival and The Berlin Festival. His films range in… Read More…


2013 San Diego Film Festival Chairman’s Award

2013 Independent Filmmakers Showcase

  • Best Director, Bruce Mason
  • Best Actress, Illeana Douglas