Frank Langella played Professor Driskoll in this lovely independent film. This film was shot entirely on location in Louisville, Kentucky. Now Louisville is home to Churchill Downs (site of the annual Kentucky Derby). The horses and the grass never looked lovelier. Louisville is also home to the Actors Theatre of Louisville (1981 Regional Tony Award Recipient) and perhaps the finest theatrical institution in the country. Many of the cast members especially Adale O'Brien (Betty the secretary) are resident actors at the Actors Theatre. The film's weakness is in the storytelling about three young literature graduate students at the University of Louisville coming of age. The three young men experience relationships with women and life living in Louisville. I didn't care much of the literature aspect such as the poetry readings in the film. The poetry seemed forced to me. The acting is fine. The cinematography is glorious and beautiful. The grass never looked greener on screen and the horses couldn't have been more beautiful. The Actors Theatre of Louisville should have more opportunities to shine on in other projects. I'm surprised that they don't produce and film more in Louisville, Kentucky.