  We propose a simple $U(2)$ model of flavor compatible with an $SU(5)$ GUT
structure. All hierarchies in fermion masses and mixings arise from powers of
two small parameters that control the $U(2)$ breaking. In contrast to previous
$U(2)$ models this setup can be realized without supersymmetry and provides an
excellent fit to all SM flavor observables including neutrinos. We also
consider a variant of this model based on a $D_6 \times U(1)_F$ flavor
symmetry, which closely resembles the $U(2)$ structure, but allows for Majorana
neutrino masses from the Weinberg operator. Remarkably, in this case one
naturally obtains large mixing in the lepton sector from small mixing in the
quark sector. The model also offers a natural option for addressing the Strong
CP Problem and Dark Matter by identifying the Goldstone boson of the $U(1)_F$
factor as the QCD axion.
