Writer-director Dean Bell offered many surprises and engaging moments in this modest yet compelling road film. His dialogue was snappy, and his use of very short flashback sequences was especially effective in the film's narrative structure.<br /><br />At the heart of the film is the character of Alice, who is running away from her New England past in a desperate effort to get to Florida. Along the way, she travels with a pair of eccentrics, Bill and Sandra, who incredibly make the attempt to groom Alice as a prostitute earning money at truck stops.<br /><br />As a newcomer performing in her first screen role, Emily Grace as Alice is sensational. There is not a false note in her character choices. But the film is worth watching above all for the wily yet sensitive character of Sandra, as masterfully created by Judith Ivey. There is an especially sly subtext to virtually every moment in which Ivey is on-camera. As a viewer, I found myself stopping the tape, hitting rewind, and reviewing her scenes in order to attempt to discern the psychological subtleties.<br /><br />The film raises the following question about the characters: Are Bill and Sandra good Samaritans, or are they an evil pair of Dickensian predators preying upon the youthful Alice? One of the strengths of the film is that it never quite fully answers that question. Alice seems more self-confident than she started out as a result of her experiences with Bill and Sandra. But is she really a better person?<br /><br />Part comedy, part road picture, and part coming-of-age drama, this carefully crafted film succeeds in involving us on many levels.