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With the grudging consent of his pregnant wife (Tanya Smith), Mark (Daniel London) agrees to accompany his old friend Kurt (Palace Brothers guitarist/vocalist Will Oldham) on an overnight trip to the "otherworldly peacefulness" of a hot spring deep in the heart of Oregon's Cascade Mountains. With his scraggly beard and shiny bald pate, Kurt would probably describe himself as a "seeker" — he's only just returned from a stay in woodsy Ashland, Oregon, and he claims to be at a "whole new place now" — but others, perhaps even Mark, would simply call him a loser. Kurt has no job of which to speak, no money, and his life appears to have stalled 10 years earlier, when he was in his twenties. They decide not to take Kurt's junker van into the mountains, and hop into Mark's Volvo instead, whereupon Kurt cadges 30 bucks and makes a quick pit stop at his pot dealer's house. Back in the car, Kurt and Mark fire up the first of what will be many bowls, using the old bong Mark couldn't bear to throw out. They reminisce about a long-gone record store and their old roommate, Yogi, but memories may have finally grown too tenuous to connect them. Once they leave Portland's industrial outskirts and the bipartisan bickering of local talk radio behind, the silences lengthen, dusk begins to fall, and Kurt and Mark realize they're lost. Rather than attempt to find the hot springs in the dark, they decide to spend the night at a nearby campsite, only to find it nearly as garbage-filled as the city they left behind. Kurt shares his poetic but cockamamie theory of the universe — it's falling through space in a tear shape — and tells Mark he wishes things were like they once were; Mark denies that anything's wrong. A palpable air of melancholy hangs over this two-man character piece like the Pacific Northwest's overcast skies, a chilly reminder that yesterday's good times are over and tomorrow may not be much fun. Without relying on dialogue, and once again making good but sparing use of Yo La Tengo's toasty guitar soundtrack, Reichardt proves herself a filmmaker with a masterful sense of the expressive purity of the passing moment.