Still waters run shallow in "Upstate," a dull, directionless attempt to imbue an uneventful weekend getaway with unearned personal and generational import. Though the film is brightened by some nice photography and two game, soulful performances, first-time co-directors Katherine Nolfi and Andrew Luis simply lack the experience to properly pull off a brooding chamber-piece like this, mistaking lifelessness for subtlety and mild eccentricities for character -- and the results feel distractingly dishonest. Beyond fests, prospects look slim.

Still waters run shallow in “Upstate,” a dull, directionless attempt to imbue an uneventful weekend getaway with unearned personal and generational import. Though the film is brightened by some nice photography and two game, soulful performances, first-time co-directors Katherine Nolfi and Andrew Luis simply lack the experience to properly pull off a brooding chamber-piece like this, mistaking lifelessness for subtlety and mild eccentricities for character — and the results feel distractingly dishonest. Beyond fests, prospects look slim.

Glacially paced film centers around late-twentysomething New Yorker Liz (Iracel Rivero), who, after spending a long period in isolation following a family death, heads upstate to spend the weekend with old friend Steve (Max Arnaud) and his new wife, Sylvia (Suzan Mikiel Kennedy) in their rural home.

The threesome have awkward dinners together, make small talk, and listlessly wander around thrift stores, petting zoos and old Shaker colonies, seemingly awaiting instruction from the filmmakers on when to begin initiating a plot. Eventually, a sense of mistrust and competition between the two women begins to ripple the waters of total inactivity, though no sooner has it arisen than it’s quashed by a bout of pot smoking and further, though now less awkward, small talk.

Rivero and Kennedy are both appealing thesps, and their characters both feel like refreshingly real women, though it’s hard to discern why this particular weekend in their lives should be worthy of such detailed documentation. Arnaud’s Steve, on the other hand, merely vacillates between yuppie smugness and childish obnoxiousness; he’s frustratingly two-dimensional, and it’s unfathomable that either of these women would consent to spend much time with him, let alone (quietly) fight over his affection. Considering this comprises the entire narrative thrust of the film, it’s no small issue.

Photography of the Catskills mountains is lovely to look at, and technical contributions are mostly pro.

Upstate

Production

A Ground Glass Film production. Produced by Melanie Pimentel, Katherine Nolfi, Andrew Luis. Executive producer, Jennifer Fox. Directed by Andrew Luis, Katherine Nolfi. Screenplay, Nolfi.

Crew

Camera (color, 16mm), Brian Feeney; editors, Ben Brown, Luis, Nolfi; music supervisor, Macrae Semans; art directors, Allyson Vieira, Lisa Duva, Meg Charlton, Melanie Pimentel; sound, Erin Greenwell, Arya Sundar; assistant director, Duva. Reviewed at SAG Foundation Actors Center Theater, Los Angeles, June 9, 2010. (In Los Angeles Film Festival -- competing.) Running time: 80 MIN.

With

Iracel Rivero, Max Arnaud, Suzan Mikiel Kennedy, Ligia Castillo, Robert Mercado, Kimani Shillingford, Mimi Weisbond.

Filed Under:

Follow @Variety on Twitter for breaking news, reviews and more