Hilary Swank and Michael Shannon star as the concerned adult children of a mother sliding into dementia, played by Blythe Danner, in this domestic drama about family, home and memory.


A deluxe ensemble cast and a judicious trickle of minor-key humor elevate debuting writer-director Elizabeth Chomko's intergenerational family drama, What They Had. However, while the crisis that brings the key characters together is the urgent need to make decisions about the care of their mother as her mind rapidly succumbs to Alzheimer's, the predominant focus is the emotional adjustment of her daughter, whose homecoming prompts her to face truths about the hollowness of her marriage. That's unfortunate as it makes dementia a secondary issue to more regularly trafficked domestic concerns.


Still, the classy production works well within its own scope, and it should resonate in particular with audiences who have experienced the painful loss of a parent, either to diminishing lucidity or to death. Paradoxically, however, the standout element in this movie where women so often occupy center-screen is the spiky father-son relationship. That dynamic is played with marvelous bite by Robert Forster as an obstinate former military man in deep denial about his wife's condition, and Michael Shannon as the son who's too much like the old man to get along, and too much of a blunt realist to sugarcoat the situation.


Set mainly in the Chicago area, the film opens with flashes of old home movies and photographs as elderly Ruth (Blythe Danner) slips out of bed, dresses and shuffles off into the snowy Illinois night, seemingly not for the first time. A panicked call from her husband Burt (Forster) summons their unmarried son Nicky (Shannon), while his sister Bridget (Hilary Swank) hops on a plane from California with her sullen daughter Emma (Taissa Farmiga) in tow.


Ruth has been safely located and is under hospital observation by the time everyone assembles, but her disoriented state is evident as she greets each new arrival with tentative warmth. The grave warnings of a doctor suggest that full-time "memory care" would be the smartest option at this point, and Nicky, his patience frayed by similar incidents, has secured a spot in a top local facility, with nearby assisted-living housing to alleviate the separation difficulties of his dad. But headstrong Burt insists that remaining with him in their own home is the best answer for Ruth's needs, maintaining that their customary winter spell in Florida will be a tonic.


Chomko's instinct to leaven tense moments with humor, often of the uncomfortable kind, is apparent in a scene in which Bridget bursts into hysterical laughter as an aghast Nicky describes his mother hitting on him on the way home from the hospital.


The familiar resentment between the offspring who stayed local, on call for his aging parents' emergencies, and the one who moved away to build her own family simmers in exchanges between Nicky and Bridget. While Nicky's long-time girlfriend has gotten fed up with waiting for a marriage proposal, Bridget has begun to realize that she married her pleasant but passionless husband Eddie (Josh Lucas in a thankless role) at least partly to win her father's approval. Nicky has a knack for hitting hard truths with his sister that expose her unhappiness; the sibling friction, as well as the bond, is deftly etched in the performances of Swank and Shannon.


Adding to Bridget's worries is the growing distance of her own daughters. The eldest has moved away, while Emma can barely contain her incivility toward her mother, reserving some tenderness only for Grandma. When Bridget discovers that Emma is stalling on paperwork for her return to college after a miserable freshman year, she realizes she's been oblivious to the causes of her daughter's remoteness.


Swank's best roles — Boys Don't Cry, Million Dollar Baby, The Homesman — usually have been built around stoicism and an internalized toughness to match her sinewy, tight-jawed physical presence. As Bridget, her vulnerability is closer to the surface, often reading as needy. That's notable in flirtatious encounters with a junior-high acquaintance (William Smillie) who makes no secret of his longtime crush on her; his eager manner around her dissolves abruptly in a strong scene in which he realizes her attention toward him has selfish motivations. Swank's performance is effective but Bridget's pained earnest quality gets a little tiresome. Farmiga is more interesting, punctuating Emma's isolation with raw moments of anger and hurt.


But the most compelling drama comes from Burt and Nicky, who has sunk all his savings into a stylish downtown bar that's barely making enough to cover payroll. Despite him being a business owner, to his hypercritical father, he's just a bartender, fueling his jealousy over Bridget always being the favored child.


Shannon brings a volatile edge to his scenes that really enlivens the movie, while Forster is terrific at showing the carefully guarded fear that drives his character's stubborn belligerence. An understated quasi-truce between the two men is very nicely played.


Unlike, say, Julianne Moore in Still Alice, Judi Dench in Iris or Julie Christie in Away From Her, Danner is given a relatively limited range of colors to play as a woman grappling with memory loss. Mostly, she registers as a borderline ghost hovering around the drama's fringes, in the bewildered grip of girlhood reveries. The veteran actor is at her most poignant in Ruth's moments of clarity, touchingly so in an intimate conversation with Bridget toward the end that reveals the ailing woman's former candor and intelligence.


The most acute sorrow, as is often the case with families preparing for the worst, ultimately comes not in the expected way, a slight twist that strengthens the conclusion's emotional charge. What They Had, which will be released by Bleecker Street, may be a tad vanilla to make much of a dent theatrically, but it's been made with genuine feeling and smooth professional craftsmanship. That should help it find an audience as a cable or streaming offering, while providing a decent calling card for Chomko.


Cast: Hilary Swank, Michael Shannon, Blythe Danner, Robert Forster, Taissa Farmiga, Josh Lucas, Marilyn Dodds Frank, William Smillie
Distribution: Bleecker Street
Production companies: United Pictures, Bona Fide production, in association with Look to the Sky Films, The Fyzz Facility
Director-screenwriter: Elizabeth Chomko
Producers: Keith Kjarval, Bill Holderman, Albert Berger, Ron Yerxa, Alex Saks, Tyler Jackson
Executive producers: Wayne Marc Godfrey, Robert Jones, Shafin Diamond Tejani, Sefton Fincham, Dean Buchanan, Levi Sheck, Mike Rowe, David Grace, Hilary Swank, Michael Shannon, Byron Wetzel
Director of photography: Roberto Schaefer
Production designer: Chris Stull
Costume designer: Anne Dawson
Music: Danny Mulhern
Editor: Tom McArdle
Casting: Mary Vernieu, Michelle Wade Byrd
Sales: Bloom
Venue: Sundance Film Festival (Premieres)

100 minutes