"Her birthday's coming up," Karen tells her mother. "She'll be 37." Karen gave her daughter up for adoption on the day of her birth; she was 14 at the time. She hasn't seen her since. But she's out there; her name is Elizabeth and she's successful and upwardly mobile, but closed off and unapproachable. They have that in common. Rodrigo Garcia's Mother and Child is about how their lives finally intersect, in none of the ways that you might expect from the summary thus far. And it is the story of another woman, Lucy, who is looking to adopt as well; she'll come into their lives, but also in a surprising way.

Karen (Annette Bening) remains haunted by the baby she gave up. She thinks about her all the time, writes long letters to her, has never gotten over the loss. It put her into a state of arrested development--she never moved out of her home, never fell in love again, never married. She spends her days as a physical therapist, aiding elderly patients, before coming home to care for her aged mother. She's a caregiver, but she's far from personable; she's cold and bitter to Paco (Jimmy Smits), a warm and soft-spoken co-worker with the patience for a strained, off-key courtship. We see how Elizabeth (Naomi Watts) has inherited that coldness, how she keeps people at a distance, but pushes that further into a destructive mean streak. She's a rolling stone--no attachments, no dependence, and, it might seem, no emotions. She has no romantic relationships; she takes up with her kind-hearted, widowed employer (Samuel L. Jackson), but she sees him mostly as an efficient source of sexual satisfaction. And then there's Lucy (Kerry Washington), a good-natured and likable career woman whose seemingly perfect marriage has one big problem: she's infertile. She and her husband (Ahmed Best) have decided to adopt, and they may have even found a potential mother--Ray (Shakeera Epps), who looks Lucy straight in the eye and dares her to bullshit her.

Writer/director Garcia utilizes a quiet, low-key construction to build his narrative; it seems draggy at first, until we start to see what he's up to. His arcs are not built from forced conflict or storytelling convenience. Instead, he uses brief, deeply felt, impressionistic scenes that grab a kind of representative moment, and then move on. He doesn't overplay his hand, he just lets the scenes play, and lets us draw our own conclusions. But this is not to say that the writing isn't sharp or well-formulated--take, for example, that first scene between Lucy and Epps, which is loaded with smart, layered, tricky exchanges. Or a childbirth scene, which, so help me God, avoids all of the clichés of movie childbirth scenes. Or Elizabeth inviting her boss back to her apartment, resulting in a rare sex scene that's both genuinely erotic and that tells us something valuable and concrete about the characters. It's neither superfluous nor exploitative (they both stay almost completely clothed), but it is invaluable from a dramatic viewpoint. Who is this woman? Why is she like this?

Garcia draws us in quietly like that throughout the film, moving confidently from scene to scene, never letting the strings show. It's not a perfect screenplay--the opening scenes of preliminary business interactions mistake formality for stiffness, and the scenes with Elizabeth and her neighbor girl Violet (Brittany Robertson) are cutesy and overwritten in a way that sticks out from the rest of the picture. And there's also the question of math--without giving anything away, it seems that two characters give birth around the same time when one of them should have done so long before the other.

Those moments flutter away from our overall memory of the film, however, because of the overall smoothness of the package and the skill of the playing. Bening isn't working all that much these days, and that's our loss; she's becoming one of these actors, like Newman or Duvall, who is getting comfortable doing less on screen, just being present and relaxed and believable. It's hard to play this kind of socially inept hard case without wearing out the viewer's patience (Ben Stiller faced a similar challenge recently in Greenberg), but Bening approaches her with such matter-of-fact, unapologetic humanity that we're with her in spite of herself--and when she breaks, late in the film, it packs a wallop.

Watts is equally good--indeed, she's so reliably, unfailingly compelling that we're in real danger of coming to a point where we take her adroitness for granted. But she's doing some tricky work here, playing the kind of calculating career woman that can easily veer into stereotype, and dodging all of the easy indicating. The revelatory performance, however, is Washington's; she constructs a mask for Lucy that's already starting to slip early on, and then falls away and shatters with a pair of scenes later in the picture of raw, hard heartbreak and frustration. She's excellent. So are the supporting players--not just Smits and Jackson, in similar but strikingly original roles, but clear on down the line (even the small roles are filled by the likes of David Morse, Amy Brenneman, Cherry Jones, S. Epatha Merkerson, Tatyana Ali, Lisa Gay Hamilton, and Buffy's Marc Blucas).

Garcia wades into some deep waters in the closing scenes, and the emotions of the last twenty minutes are so are somewhat overwhelming; we find ourselves focusing urgently on the matters at hand, thinking through what's happening on screen, understanding and digesting the consequences before the characters have. That kind of cerebral yet poignant storytelling is in short supply these days--it's important to embrace it. Mother and Child is a lovely film, beautifully done.

Jason lives in New York. He holds an MA in Cultural Reporting and Criticism from NYU.