Starring Blythe Danner and Sam Elliott. Rated PG.

At first glance, I’ll See You in My Dreams seems like the kind of genially maudlin fare aimed at fans of The Best Exotic Marigold Hotel. But it turns out to be a ruthlessly antisentimental look at aging and the complexity of human connections when we have more history than future.

Certainly, its main characters are cosseted from life’s little bumps, but they’re not spared the big stuff. Blythe Danner gives a quietly potent performance as Carol, part of the Greenwich Village folk scene when she was young and then a moderately bored schoolteacher who retired when her husband died—a whopping 20 years earlier.

She passes her days reading, drinking white wine, and meeting three long-time pals (played delightfully by Rhea Perlman, June Squibb, and Mary Kay Place) for bridge or golf at their nearby retirement complex. Did I mention the wine?

Her modest Los Angeles bungalow is a bit barren, but she does have a dog and a pool, and the latter is how she happens to meet an unlikely cleaner called Lloyd. Unrecognizable from his cynical Gilfoyle on HBO’s Silicon Valley, Martin Starr plays Lloyd with a Paul Rudd–like mix of boyish charm and self-aware melancholy. A budding, if not very good, musician, Lloyd encourages Carol to reclaim some of her youthful expressiveness, although there’s nothing here as forced as, say, Michael Douglas nagging Diane Keaton to relaunch her singing career in And So It Goes.

Carol soon gets distracted by attentions from new golf-club member Bill, played by silver-’stached Sam Elliott with undiminished sexiness and that ram-tough voice. The cigar-chomping Bill questions Carol’s habitual ways and, to the credit of writer-director Brett Haley, here handling his second feature, she doesn’t quite figure out how she feels about that. This is apparent with the late arrival of Carol’s daughter (Malin Akerman), whose presence seems to bring out the older woman’s more selfish qualities.

Except for a couple of clunkily obvious moments (think medical marijuana and junk food), the film’s a small masterwork of deceptively ordinary dialogue and exceptionally realistic emotions. Its characters, whatever their age, yearn for earlier dreams. But their eyes remain open.