Here’s a quick guide to the cast and characters of the 2015 film I’ll See You In My Dreams. Hollywood doesn’t always do a great job at portraying older people or couples onscreen. Characters of a certain vintage are underrepresented in films in general and when they are, they’re often relegated to minor parts and/or stereotypical roles like the sexless spinster or scatter-brained senior citizen to be laughed at or dismissed. That said, some movies manage to put older characters front and center and portray them as complex people rather than ageist tropes – films like Gran Torino or The Best Exotic Marigold Hotel, for example.

I’ll See You In My Dreams is one of those movies that doesn’t patronize older people or pander to ageist stereotypes. Directed and co-written by Brett Haley, it’s a bittersweet comedy-drama movie about a 70-something retired widow named Carole Petersen (Blythe Danner) who is content with her largely solitary but happy life and uninterested in finding love again since her husband died twenty years previously. However, the death of her loyal canine companion forces Carol to confront the fact her life is a tad empty which inspires her to strike up an unlikely friendship and embark on a new romance.

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The film earned positive reviews from critics thanks to Blythe Danner’s nuanced central performance as the independent yet vulnerable Carol, which was bolstered by a talented supporting cast. Read on for a who’s who guide to the cast of I’ll See You In My Dreams and the characters they play.

Sam Elliott and Blythe Danner in I'll See You In My Dreams

Blythe Danner – Carol Petersen

I’ll See You In My Dreams boasts a talented cast, but Blythe Danner (who recently played Demeter in the American Gods book adaptation) is undoubtedly its star. She plays retired widow Carole Petersen whose routine is shaken up after she’s forced to put her beloved dog down but finds a new lease on life after she strikes up a friendship with her pool boy Lloyd and opens up to a new romance with fellow retiree Bill. Danner received a Best Actress nomination at the Gotham Independent Film Awards for her performance.

Martin Starr – Lloyd

Martin Starr of Silicon Valley fame plays Carol’s pool cleaner Lloyd – a jaded 30-something who bonds with Carol over wine, music and their shared cynical view of life.

Sam Elliott – Bill

Bill becomes an unexpected love interest for Carol after a chance flirty encounter at her local drugstore. Screen icon Sam Elliott plays the role with his usual gruff charm and went on to star in Brett Haley’s next feature film The Hero.

Malin Akerman – Katherine Petersen

The Final Girls star Malin Akerman plays Katherine. She's Carol’s successful adult daughter who lives in New York and seldom sees her mother but encourages her newfound jest for life.

June Squibb, Rhea Perlman And Mary Kay Place – Georgina, Sally & Rona

June Squibb (Nebraska), Rhea Perlman (Cheers) and Mary Kay Place (Lady Dynamite) round out the main cast of I’ll See You In My Dreams as Carol’s best friends Georgina, Sally and Rona, who all live in a nearby retirement community.

Next: The Guilty: Cast & Character Guide