The film simply opts for cheap lyrical reconciliation and a shrug.

With a rich sense of lived experience, Potter first portrays the blithe excitement and sense of joyful conspiracy shared by the two friends.

Fanning -- a startlingly alert and microemotive young actress -- breathes real feeling into the part, while the jazz soundtrack (John Coltrane, Thelonious Monk, Sidney Bechet) rouses this sensitive film from its drowsier inclinations.

The story's emotional vortex gives both Marx and Freud and run for their money.