At first, Sadie (Besedka Johnson) wants nothing to do with Jane, shooing the girl and her dog off her front porch with a terse "No refunds." Undaunted, Jane moves onto other tactics, popping up at Sadie's weekly bingo game and local grocery store, refusing to give up until the two women finally form a friendship. As their bond grows, Jane repeatedly tries to broach the subject of the money, but despite her genuine desire to be honest, she can't quite bring herself to endanger one of the only stable personal relationships she has.

At first glance, Starlet might sound like a plot-driven film covering well-worn ground about secrets and guilt, but director / co-writer Sean Baker has much more interest in his characters and their complexities than he does in set-ups and pay-offs. Instead of focusing on a threat hanging over Jane's head of being found out, Baker studies the details of how she and Sadie interact with each other. Both characters are richly drawn by their respective actors, and they articulate the special magic of friendship that draws people out of their own age group, out of their worlds of interest and comfort, to become unlikely friends.

It's easy for movies to cheat with characters like Jane. An aimless 20-something blonde who kills time listlessly playing video games and smoking weed with her roommates, taking breaks only to walk her tiny dog -- just the kind of stereotypical slacker filmmakers love to spend an hour looking down on, before finding the "true" person underneath at the end in a bit of shameless manipulation. Instead, Baker allows Hemingway (Mariel's daughter) to completely charm the audience with charisma and basic decency. In her attempts to get Sadie to talk to her, there's a kindness, playfulness, and warmth that quickly define the character, despite some bouts of laziness and her terrible friends. It's also interesting to observe how Baker delays revealing certain information about her until after Hemingway has her hooks in, preventing the viewer from judging Jane on the details of her life instead of her personality.

That said, the movie's real discovery story is Besedka Johnson, an 85-year-old woman who wanted to be an actor since she was 15 years old. Perhaps it was for the best -- it often seems as if Johnson is channeling the pain and loneliness of not living her dream for so many years directly into her portrayal of Sadie. A widower who has nothing but health inspectors and weekly bingo in her life, she's both anxious and nervous at the prospect of letting someone else into her life, casually revealing deep emotional truths while also reacting poorly to trouble. In one heartbreaking scene, she desperately searches her neighborhood for Starlet, openly crying at the thought she might have betrayed her new friend's trust. She's also funny and heartfelt in equal measure, and the chemistry she shares with Hemingway is irresistible. Johnson passed away last month, but her solitary performance is nothing short of a knockout.

In recent years, more and more films seem to struggle with endings. Plenty of filmmakers are great at creating an idea and exploring it, but not certain how to tie that exploration into a complete statement. The premise of Starlet has a conventional ending almost built into it, but Baker consciously goes for a different, moving moment that satisfies without copping out, putting the perfect capper on one of the most compassionate movies of 2012.

The Blu-Ray
The original poster art, of Hemingway's legs resting against a yellow wall, with the small but eye-catching comment "for mature audiences only," may give viewers a different impression of what Starlet is about. Highlighting Johnson on the main art (both in the image and in the quotes selected) might've been wiser. The disc comes in a standard eco-friendly Blu-Ray case, and there is no insert.

The Video and Audio
Baker shoots for a look reminiscent of a faded Polaroid picture, and this 2.35:1 1080p AVC presentation reflects that look accurately. Colors are often intentionally flattented, leaning toward green and yellow and favoring brightness over darkness. Fine detail is excellent, and the image retains a pleasing, film-like appearance. Upon careful inspection, a very minor amount of banding was spotted, but it should only be apparent to those really looking for it.

A DTS-HD 5.1 Master Audio track really basks in the naturalistic ambience of Starlet. Busy streets, crowded bingo halls, cramped apartments, and a convention center thumping with loud music really fill out the space in a natural and realistic way. This kind of low-fi authenticity impacts the dialogue, but I never had trouble understanding what was being said. English subtitles and a DTS-HD 2.0 Master Audio track are also included.

The Extras
All video extras except "At SXSW With Filmmaker" are in HD (although a couple are in 1080i vs. 1080p).

An audio commentary "hosted" by director / co-writer Sean Baker and featuring Dree Hemingway, co-producer / cinematographer Radium Cheung, associate producer / co-writer Chris Bergoch, Stella Maeve, producer Blake Ashman-Kipervaser, James Ransone, executive producer / costume designer Shih-Ching Tsou. It's a strong but not particularly focused commentary; unsurprisingly, each participant tends to focus on their own area of expertise, which causes the track to leap from memories of on-set goofiness to themes and story ideas to technical details without much rhyme or reason.

"Behind the Yellow Wall: The Making of Starlet" (28:29) is a fly-on-the-wall behind-the-scenes featurette shot by the cast and crew, with candid interviews and comments from everyone involved. It's interesting primarily in illustrating how limitations and accidents transform the movie -- heavy cameras, choices by the actors, tired animals, convention DJs, sweltering heat, and extra shooting days. This is followed by "Shooting the Scene" (4:07), which expounds a little on the making of the film's hardcore sex scene, although it's a little weird that the footage in the main doc wasn't incorporated here or vice versa.

"Editing Starlet" (3:58), the three-part "At SXSW With Filmmaker" (11:57), and "A Conversation With Dree and Besedka" (4:53) are festival interviews with Baker and his stars. Although the cameraman could stand to pull back a foot or so, the Filmmaker material is the most interesting (especially Johnson's interview, in which she is moved to tears); the other two are fairly cursory (as junket interviews tend to be), and repeat some of the information from the commentary.

The disc rounds out with some clips. First, Besedka Johnson's screen test (5:47) crackles with energy; "The First Rehearsal" (3:08) is as advertised; and "Researching Melissa" (4:34) is a combination interview / screen test / featurette with Stella Maeve and one of the women Maeve talked to as research.

Trailers for Any Day Now, Marina Abramovic: The Artist is Present, and Keep the Lights On play before the main menu. An original theatrical trailer for Starlet is also included.

Conclusion
Other filmmakers probably would have focused on the premise of Starlet and the confrontations and revelations that it seems to suggest, but Baker's film is a wonderful, tender picture that basks in moments of quiet humanity. The film is backed up by another fine presentation by Music Box Films, and a large assortment of extras. Highly recommended.