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Bleecker Street
Blythe Danner and Hilary Swank star as Ruth and Bridget Keller in “What They Had."

“WHAT THEY HAD” — 3 stars — Hilary Swank, Michael Shannon, Robert Forster, Blythe Danner, Taissa Farmiga; R (language including a brief sexual reference); in general release; running time: 101 minutes

Sometimes you go to a movie to get away from your problems for two hours. “What They Had” is not that kind of movie.

Elizabeth Chomko’s “What They Had” is the somber, thoughtful story of a family dealing with dementia. As the film opens, a 70-something matriarch named Ruth (Blythe Danner) gets up in the middle of the night and wanders off into the cold of a Chicago December. If you’ve ever been to Chicago in December, you’ll understand this is not normal — or wise — behavior.

Fortunately for Ruth and her fretting family, she turns up safe, albeit several suburbs west in Aurora after a train ride. But any relief is tempered by the reality of her advancing condition.

Bleecker Street
Blythe Danner, left, stars as Ruth and Robert Forster stars as Burt in “What They Had."

The family gathers to figure out what to do. Ruth still lives with her husband Burt (Robert Forster) in their Chicago condo, and he is adamant that he can take care of her. He holds to the idea that better weather — perhaps in Florida — and a road trip in their classic convertible GTO will improve Ruth’s condition.

Son Nick (Michael Shannon) lives nearby. He’s just opened up his own bar, named, predictably, “Nick’s,” but the new venture hasn’t offset the struggles he’s having with his long-term girlfriend. Nick is adamant that his mother needs professional care and has even located an assisted living program that will allow Burt to have a place of his own nearby.

Burt is obviously resistant to the assisted living option, but Nick’s bigger obstacle is his sister Bridget (Hilary Swank), who holds Ruth’s power of attorney. Bridget flew to Chicago from her home in California, along with her daughter Emma (Taissa Farmiga), who just got kicked out of her college dorm. Back home, Bridget’s 20-year marriage is splintering, to the point where she’s conveniently forgetting to put her wedding ring on when she goes out.

Bleecker Street
Hilary Swank, left, stars as Bridget and Michael Shannon, right, stars as Nick in “What They Had."

For her part, Ruth is toeing the line between moments of lucidity and the distorted fog of her compromised memory. When they go to Christmas Mass, she drinks the holy water and flips the bird at an innocent member of the congregation. When the phone rings at home, she picks up the stapler. Over family dinner, she announces that she wants to have a baby.

So, “What They Had” isn’t the kind of movie you’re going to pack up the family to see in the aftermath of Thanksgiving dinner, and not just because of its sporadic R-rated language. It is the kind of movie that gets at the heart of what it means to be a family, especially when faced with difficult challenges, but let's be honest, it is kind of a downer.

Danner, Swank and Co. each bring their veteran strengths to their characters, presenting perspectives and reactions that are sympathetic and relatable. “What They Had” has no heroes or villains — unless you’re counting dementia — only flawed people trying to find their way out of a no-win situation. The story feels truthful, mixing a little sweetness into its general sadness, but never enough to break the melancholy. A little more sweetness might have helped.

Bleecker Street
Blythe Danner, left, stars as Ruth and Hilary Swank stars as Bridget in “What They Had."
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There is something else happening under the surface, though. As we see the images of Ruth and Burt’s marriage — symbols of military service, the centrality of their religious faith, their unfaltering devotion to each other — and weigh them against the struggles and failures of their children, it feels like Chomko is suggesting the values of the older generation are being lost in transition. Looking at it that way gives “What They Had” an even darker undertone, but it makes an already thoughtful film that much more poignant.

Rating explained:"What They Had" is rated R for scattered profanity and adult themes, which include the trials of dementia and a small subplot in which Hilary Swank's character is tempted to get involved with an old childhood friend despite the fact that she's technically still married.