Jay and Matt were once wide-eyed, would-be rock stars, eager to leave their hometown and head for the big city and never look back. After 15 years of struggling to get a record deal in NYC, they find themselves back in their small working class hometown, dreaming of what might have been. Now, at 40 years old, they're out to give it one more shot. While Matt struggles with personal demons and a fear of being too old, Jay is ultimately faced with having to make a choice between his artistic dreams and his responsibility to his wife and 5 year old son.