Oh boy, here’s a hard one. No one is going to see Manchester by the Sea for a few laughs. It’s not that kind of film. It’s the sort of film where the journey isn’t about anything the audience can see on the surface as writer/director Kenneth Lonergan put together a story that waits to about the halfway point to even tell you why the generally sullen and silent Lee Chandler (Casey Affeck) is the way he is in an emotionally devastating reveal before moving on to show if and how Lee will handle that backstory revelation to care for his teenage nephew, a somewhat jerkish kid who doesn’t want to leave the title town, a town that Lee himself may or may not be able to bare to even stay in.

Coming in for the second viewing, I figure my focus can be to see how the film sets up its big reveal, the moment when the audience learns exactly what happened to Lee and what makes him so justifiably damn miserable.

The film opens with Lee living a lonely life by choice in Boston as a handyman. Yeah, there’s one woman who confides to her friend over the phone that she finds Lee hot while he’s fixing her toilet in a voice loud enough that she must know he can hear her, but he doesn’t do anything about it. He gets in fights with another tenant where he works and then later with some businessmen in a bar. The former is verbal, the latter is physical after he’s been drinking awhile, and all this is before he learned his older brother Joe (Kyle Chandler) has died a bit young of a sudden heart attack and left Lee as guardian of Joe’s son Patrick (Lucas Hedges). Lee is a quiet man who does love his family and will try to honor his brother’s wishes, but he absolutely will not do it in the title town for reasons that go unrevealed until the halfway point. That’s about when Lee learns about Joe’s will, but up until then, he’d mostly been there to arrange Joe’s funeral and then try to get out of town as quickly as he can, doing the best he can to avoid being out in public and possibly running into his ex-wife Randi (Michelle Williams).

By the by, Affleck won an Oscar for this, and while his performance is excellent, I think this may be the film that cemented for me just how damn good an actress Williams is. Her screentime here is minimal, but she nails her big scene, and while I don’t begrudge her doing a job for the paycheck or to just have a little fun in a movie, I do think one of the greatest cinematic crimes of the Venom movies is that they make her character so darn bland and ordinary. She’s a much better actress than that. The moment Randi and Lee have their big confrontation, where she is tearfully trying to apologize to a man who doesn’t think he deserves one, where it’s obvious she still cares very much for him while he can barely stand to be within five feet of her is just some all-around excellent acting on both of their parts. I’d seen Williams give great performances in the likes of Brokeback Mountain, My Week with Marilyn, and Blue Valentine, but this one here is the one that proved to me the others weren’t exactly flukes. She’s generally one of those actors who can turn in a good performance no matter how mediocre the film so long as she’s given something to work with.

But part of what makes this film so great is what it doesn’t say. Take that scene I just mentioned with Lee and Randi. By this point, the audience knows what happened: Years earlier, Lee, while drunk and high, forgot to set a screen in front of his fireplace and his house burned down. He wasn’t home as he was off at the store, and Randi alone managed to get out of the house, leaving the couple’s young children inside to die. Lee, after admitting to the cops that he was drunk and high, is told he isn’t to be charged and tries to kill himself with a policeman’s service weapon, and the implication is clear: Lee blames himself and no doubt believes he needs some sort of punishment for that. Randi, by this point, wants Lee to have some measure of forgiveness for things she said and did during the divorce. She’s already remarried and has a baby of her own, so there’s no chance of a romantic rekindling, and the film isn’t slightly interested in that anyway. But the thing is, for the most part, neither Lee nor Randi spell that out. It’s largely implied. Randi says she wants to apologize, but she doesn’t say what for. She doesn’t mention her new husband, but she is pushing a baby carriage. Neither Lee nor Randi looks the slightest bit comfortable during this conversation, Lee moreso than Randi, and the audience can question whether or not she’s more upset because he won’t accept an apology or because he’s in such obvious pain to someone who knows him very well or very likely for both of those reasons.

And that is what makes this film so great to me. It tells the story it tells through silences. Randi doesn’t need to tell Lee what she said. He was there, and he knows what she’s talking about. She can just cut to the chase. Likewise, Lee can gives reasons to Patrick for why, in the end, he can’t stay in Manchester-by-the-Sea, but they’re minimal. Affleck needs to sell his explanation with his face, and he does a fine job of it. He’s a man who feels immense guilt and hates himself. In fact, with this second viewing, I actually wondered a bit if his claim that he was high on pot and coke when the cops were interrogating him after the fire was just something he said to get himself arrested. And while a good many of the people he meets seem to have forgiven Lee for his actions, or at least decided he’s not to blame, there are a few people in the film who still look at him like he’s complete and utter scum without ever saying why. It’s the sort of film that trusts the audience to figure things out for themselves.

It’s also the sort of film that tries to replicate real life as much as possible. Patrick seems to be something of a minor punk, a kid with two girlfriends that he just wants to have sex with, and someone who at least initially seems to get away with a lot of what happens with his new guardian since Lee doesn’t really know the boy that well. Patrick, though, is also a kid who may not feel wanted as seen when he has lunch with his estranged, recovering alcoholic mother (Gretchen Mol) and her new fiance (Matthew Broderick, perfectly cast as a dull Christian type, and I actually forgot he was in the film) since Lee isn’t sure he can make a good guardian, the closest other relatives live in the Midwest, his father’s friend can’t seem to be able to swing taking in another kid, and his mother ultimately rejects him.

Side note: I didn’t realize until I looked up the film that one of Patrick’s two girlfriends was the young girl and female lead in Wes Anderson’s Moonrise Kingdom. Then again, she’s obviously a bit older now than she was in that film.

But I think the thing that strikes me the most is a simple scene: Patrick and Lee leave a funeral home, discussing what is to be done with Joe’s body, how the home can’t bury Joe in his cemetery plot for a few months until the weather warms up and Lee can’t remember where he parked the car. It’s a small scene in many ways covering many different topics. Lee can’t remember where he parked. Patrick is upset his father is just going to be stored in a freezer until spring. Lee admonishes his nephew for not dressing for the cold weather. The freezer thing will keep coming back up, but the rest could be anyone who forgot where they parked or had to question a teenager’s need to look cool over being warm. It’s moments like that, combined with the way Longergan doles out Lee’s backstory, complete with flashbacks showing a much happier Lee with his children before they died and he was in a loving marriage, that showcase the film’s overall tragedy while allowing Lee to have at least a little bit of growth. It’s a brilliant script that trusts its actors to tell the story better than it does.

See, something about me I don’t say too often anymore is when I was in college, my aspiration was to be a playwright or screen writer. Quite frankly, it was scripts like Lonergan’s that made me wish I could do something that cool. I am sure it took Lonergan years of practice and the like, but despite my tinnitus, I have always felt an affinity for scripts with great dialogue and good stories. My favorite films and filmmakers often have distinctive dialogue or good pacing, and while I wouldn’t classify Manchester by the Sea as one of my all-time favorites, I would say that everything I just said about Longergan’s script and direction very much applies to the next film in the countdown which I actually do consider one of my all-time personal favorites.

NEXT: Yeah, if I thought it was a little challenging to say something new about The Best Years of Our Lives, then I sure as heck am going to be challenged trying to say something new about 1974’s Chinatown, the film I routinely say is my second favorite of all time. Oh, and don’t worry. My all-time favorite will come up eventually in this Challenge.