Michelle Williams and Seth Rogen

Given how quickly movie characters tend to fall into bed with one another, it's especially rewarding to see writer-director Sarah Polley wring maximum tension, humor and emotional complexity from a young wife's crisis of conscience in "Take This Waltz."

Given how quickly movie characters tend to fall into bed with one another, it’s especially rewarding to see writer-director Sarah Polley wring maximum tension, humor and emotional complexity from a young wife’s crisis of conscience in “Take This Waltz.” Despite a few tonal and structural missteps, this intelligent, perceptive drama proves as intimately and gratifyingly femme-focused as Polley’s 2006 debut, “Away From Her.” It’s also flat-out sexy enough to appeal to discerning audiences of either gender, a marketably risque point that shouldn’t go overlooked amid likely acclaim for the superb performances by Michelle Williams and Seth Rogen.

Twenty-eight-year-old Margot (a red-haired Williams) is traveling in Nova Scotia when she has a strained first encounter with a guy about her age, Daniel (Luke Kirby). The awkwardness continues, even as an unmistakable spark ignites, when Margot and Daniel wind up seated together on their flight home to Toronto and share a taxi, only to realize they’re across-the-street neighbors.

This coincidence warns of an incipient preciousness, as do some of the scenario’s quirkier aspects, especially the characters’ occupations: Aspiring artist Daniel pulls a rickshaw, while Margot’s husband of five years, Lou (Rogen), writes cookbooks specializing in chicken recipes. (Margot, for her part, doesn’t seem to work much beyond irregular freelance writing assignments.) Margot and Lou’s extended bouts of lovey-dovey talk can be cloying, though one feels less inclined to gag when it becomes clear that Polley is etching one of the more personal and persuasive portraits of a modern marriage in recent movies.

Margot’s love for her big-hearted lug of a husband is obvious, as is her mild dissatisfaction with their routine, little of which escapes Polley’s notice: not just the words they exchange but also their silences, body language, the positions they sleep in, even the way Margot hugs Lou while he’s trying to cook, an invitation to foreplay he’s slow to pick up on.

The writer-director proves just as attentive to Margot’s growing interest in Daniel, though their early interactions are so quirkily combative, it’s not entirely clear what they’re feeling is attraction. Any doubt on that front is removed when Daniel tells Margot exactly what he’d like to do with her physically, in a whispery monologue that quavers with eroticism.

That the film’s big seduction is carried out entirely through words indicates the subtlety of the register Polley is working in. Not that “Take This Waltz” shies away from bared flesh, having earlier treated viewers to a lingering eyeful in a women’s locker room at Margot’s gym. Though likely to appeal to male audiences for obvious reasons, this extended sequence also captures how at ease and unself-conscious these women feel in their own company, in contrast with their more guarded ways of relating to the men in their lives.

So focused on emotional states and details that it provides little overall sense of where it’s headed from scene to scene, the film spends much of its nearly two-hour running time agonizing over what Margot will or won’t do. It’s an engrossing if slow-building quandary, as well as a principled acknowledgment that certain temptations are easier entertained than acted upon.

After Williams’ powerful take on marital discontent in last year’s “Blue Valentine,” it will surprise no one that the actress again seems incapable of striking a wrong note in a performance that exposes layers of restlessness, uncertainty and sexual curiosity. The revelation here is Rogen, who reins in his boisterous persona but not his comedic instincts in a wonderfully affectionate, possibly career-best turn.

As a potential home-wrecker, Kirby doesn’t have sympathy on his side, playing Daniel with a hint of sleaze that plainly excites Margot even if the viewer’s mileage may vary. Supporting-cast standout is Sarah Silverman, feisty and authentic as Lou’s recovering-alcoholic sister; she figures heavily into a climactic scene that throws the picture temporarily off balance, though it springs from Polley’s understandable desire to extend emotional closure to her characters.

Pic was shot during a sweltering Toronto summer, and the heat comes through not only in the sexually charged atmosphere but also the warm-colored interiors of Matthew Davies’ production design. Aided by d.p. Luc Montpellier, Polley shows an impressively ripening visual sense, from a tracking shot that repeatedly circles her characters to the recurring close-ups of their feet as they walk, as if to underscore the idea of different paths through life. Most memorable selection on a soundtrack boasting plenty of Canadian talent is the Buggles’ “Video Killed the Radio Star,” used here to poetic effect.

Take This Waltz

Canada

Production

A Joe's Daughter and Mongrel Media presentation in association with TF1 Droits Audiovisuels, with the participation of Telefilm Canada, Ontario Media Development Corp. and Astral's Harold Greenberg Fund, produced in association with the Movie Network, Movie Central, Super Ecran and the Canadian Broadcasting Corp. (International sales: TF1 Intl., Paris.) Produced by Susan Cavan, Sarah Polley. Directed, written by Sarah Polley.

Crew

Camera (color), Luc Montpellier; editor, Christopher Donaldson; music, Jonathan Goldsmith; music supervisor, Jody Colero; production designer, Matthew Davies; art director, Aleks Marinkovich; set decorator, Steve Shewchuk; costume designer, Lea Carlson; sound (Dolby Digital), John Thomson; supervising sound editor, Jane Tattersall; supervising re-recording mixer, Lou Solakofski; re-recording mixer, special effects coordinator, Laird McMurray; visual effects supervisor, Robert Crowther; visual effects, Rocket Science VFX; stunt coordinator, Alison Reid; line producer, D.J. Carson; associate producer, David Sandomierski; assistant director, Daniel J. Murphy; casting, John Buchan, Jason Knight. Reviewed at Toronto Film Festival (Gala Presentations), Sept. 11, 2011. Running time: 116 MIN.

With

Margot - Michelle Williams
Lou - Seth Rogen
Daniel - Luke Kirby
Geraldine - Sarah Silverman

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