This two-part HBO miniseries is based on the Pulitzer Prize-winning novel by Richard Russo. Having long since sacrificed youthful ideals and values to remain in his New England hometown for the sake of his family, middle-aged Miles Roby (Ed Harris) finds his "secure" little world disintegrating when his wife, Janine (Helen Hunt), divorces him. Equally vexing is the emotional and financial pressure exerted by domineering town matriarch Francine Whiting (Joanne Woodward), who owns (among other things) the Empire Grill, the little diner that Ed has run for several years. As he reflects on what he considers to be a wasted life, Ed flashes back to memories of his curmudgeonly father, Max (Paul Newman, who also executive-produced the miniseries); his long-dead mother, Grace (Robin Wright Penn); his scapegrace brother, David (Aidan Quinn); his blossoming daughter "Tick" (Danielle Panabaker); and Francine's late husband, C.B. Whiting (Philip Seymour Hoffman). Also tied in with Miles's reminiscences is the spectacular saga of the rise and fall of Empire Falls, a once-prosperous mill town that has fallen into disrepair -- as have the town's once-rigid and inviolate social barriers. Despite the initial bleakness of Miles' plight, and the revelation of innumerable family skeletons as the plot progresses, the story is ultimately both heartwarming and life-affirming. Filmed on location in Maine, Empire Falls originally aired on May 28 and 29, 2005.