Often in film and film scripts we see characters undergo enormous change and growth in an effort to find some kind of "happiness." Often this evolution is fraught with anger, frustration, overblown mistakes and dramatic contrivances. The best of these films, and their scripts, are usually subtle, with exposition and incidents seemingly deriving out of natural circumstances, characters and stories. "You Can Count on Me" is so subtle as to have the changes, the metamorphoses, in it's characters almost go unnoticed. In this way it becomes a masterful story, a slice in time involving several of the most interesting characters to capture a film viewer's imagination this year.

Laura Linney acts as the center of the film. Her Sammy is a single mother caught up in the whirlwind of changes erupting in her life. Her vagabond brother (Mark Ruffalo) has returned to town, she has a new anal retentive boss (Matthew Broderick) at the bank where she works and her latest boyfriend has just popped the question. Constantly at fight with her own emotions, Sammy attempts to keep her feelings at bay by concentrating on doing what is right and good for her 8 year old son Rudy, played by Rory Culkin, the latest Culkin brother to give thespianism a shot. Watching her struggle to be a good mother, a good sister, a good employee and a fulfilled woman is nothing short of amazing. It's no accident that all of the characters in the film with whom she comes in close contact, including a policeman pal, the pastor of her church and her son (not daughter!), are all male. She is drowning in her own sympathy and confusion with the other gender here.

Linney is simply superb in the film. She has been getting rave reviews for her role and deservedly so. But she is also surrounded by awesome actors to play against. It is their work that helps hers to shine so brightly. Ruffalo delivers one of the finest performances to be seen this year. His awkward and unthinking overgrown adolescent just can't seem to get it right. His heart is in the right place but he just doesn't seem to know how to put it to good use effectively. Watching his Terry make mistakes and try to explain his ideas is fascinating. Ruffalo takes what could be hammy or overwrought (or worse, unsympathetic) and plays it just right, filled with enough confusion and righteous indignation to gain our compassion and trust. Broderick, meanwhile, gives a properly measured and distilled performance that seems destine to burst out at any moment, much like Linney's character herself.

Yes, what is truly remarkable about the film isn't the growth and change of the characters, but how it is displayed to us. Kenneth Lonergan, a scripter making his directorial debut, doesn't walk us through the film; he doesn't splay out easy answers and platitudes for us. Rather, his film allows us as voyeur and viewer to witness what is happening here and judge for ourselves. In a way, we are smiling, bemused Gods in the mountaintops, looking down on the characters he has created and seeing the beauty in them, even if they are too close to the mirror to see their inherent beauty themselves.

The true wonder at the core of the film is the relationship between brother and sister here. Ruffalo's Terry may make many mistakes and do things the hard way but it is his misguided and often seemingly failed attempts to open the world to young and sheltered Rudy that allows the world to be opened to the boy just the same. In the end, the boy is not harmed by what he has seen, he is exposed to the world. He grows. Culkin wonderfully evokes the strength and fortitude of children by reminding us that we often underestimate the maturity and the emotional resilience of the young. Rudy needs both Sammy and Terry in his life even if mother and uncle are too hard-headed and close to the situation to see this clearly. We see it. That's what is important.

Delivering multi-dimensional characters, a unique and understated story and a quietly directed film, Lonergan proves himself a talent with immense gifts. If there is any justice he will get many more chances behind the camera. His view of the situation here is non-judgemental, open and interested. He seems to instinctively allow the camera to show us just the right moments, just the right view. Sure, this is as much his excellent script as his directing talent, but combined they birth a film that is remarkable. His characters work because even with their faults, we like them, we see them as good, and we want to see them happy. His camera, like his written page, does not judge, does not condemn. That is why the emotional solace of the film is finally expressed in Lonergan's non-traditional "happy ending." His characters offer us much more than just a warm fuzzy, they offer us insight and hope. They remind us that the best of intentions and the goodness inherent in most of us will always win out. Even if we don't see the rewards of it all right away. Especially when we are too close to see it for ourselves.

Note:

Also with Gabby Hoffman, Adam Levevre and Lonergan.

Martin Scorsese is one of the producers. The film was released through "The Shooting Gallery." The film debut at Sundance.

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