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Fifteen years ago Carter Armstrong gave up a football scholarship and a promising future in order to help his mother and brother leave Knoxville and escape an abusive father. Now his mother is dead, his brother has been diagnosed with acute Leukemia and he's stuck in a nowhere job, full of regret. When Carter finds he isn't a match for a bone marrow transplant that could save his brother's life, he makes an incredibly tough choice to leave their modest trailer in Albuquerque, hit the road and find the estranged father who may be his brother's one last hope.


As brothers Carter and Ellis, Adam Rothenberg and Ethan Peck are completely believable as siblings who have survived great adversity with the tightest of bonds. Rothenberg gives a touching and perfectly nuanced performance as a man who clearly knows he gave up a future for the sake of family, only to have deep regrets about the road not taken. Peck, grandson of movie icon Gregory Peck, proves acting talent doesn't fall far from the tree with his indelible portrait of the stricken Ellis. Tennessee's real revelation is Mariah Carey as Krystal, a Texas waitress stuck in a dead-end marriage to a not-so-kind police officer. Seeing a way out, she joins up with the brothers and accompanies them as far as Nashville, where her dreams of a music career get an unexpected boost. Carey is completely authentic and memorable, particularly in a scene where she gets to sing in an open mic contest. This mega-pop star can finally put the disaster of her notorious flop, 2001's Glitter, far behind her.


Director Aaron Woodley is not afraid to let the budding relationship between these three travelers play out in real time. The film is slow-paced, but there is an ultimate payoff, and it's a rewarding one. Tennessee has the distinct feel of America's back roads and never feels false or contrived, a neat trick since the story is ripe for sentimental twists the filmmaker thankfully avoids like the plague.


It takes a while to get into the rhythms of these two very damaged brothers, but give Tennessee a chance, and it all kicks in, especially with the welcome introduction of Carey's character. The actors bring it home. Only Lance Reddick as Frank, her crummy hubby, comes off as one-dimensional.


Carey does a splendid job on an original song, "Right to Dream," in the small Nashville club where she gets a chance to sing. Key to the scene's believability is that we see her as Krystal, a small-town aspiring performer, and not superstar Mariah Carey when she's up there on stage.


Like many independently-made dramas, this one will struggle to stay afloat in theaters. Hopefully, it will have a strong afterlife on DVD, where many more people will happily discover that Mariah can actually act! rated this film 3 stars.