For most of its runtime, Waitress is a character study. Writer and director Shelly does give the film an epical arc, which doesn’t get fully revealed until the third act (and, arguably, epilogue), but most of the film is spent watching Keri Russell, her character’s actions, reactions, inactions, and her performance. Russell is a small-town waitress in an undetermined Southern town stuck in a dead-end life. She’s married to an abusive prick (Jeremy Sisto), desperately trying to hide away enough money to escape him—her heart set on winning a major pie baking contest (Russell’s a pie-baking virtuoso)—she works in a local diner (appropriately a pie diner, so she at least gets to do what she loves and her two coworkers are good friends), and her life’s been stalled so long she can’t even remember when it was in motion.

Throughout the film, Shelly introduces a couple big expository devices to reveal more and more about Russell. First, she daydreams up her pie recipes, usually as a reaction to what’s going on in her life, usually what’s going wrong in her life. The second device comes later, after the inciting incident—turns out Russell’s pregnant, the result of an offscreen, definitely not enthusiastically consented night of martial relations (Sisto intentionally got her drunk). Russell’s miserable at the thought of being a mom; fellow waitresses, aforementioned good friends Cheryl Hines and director Shelly get Russell a pregnancy journal. One of the features is a place to write to the baby, which eventually gives Russell an outlet. And the audience a fuller picture of her thoughts and how she experiences the film’s events.

Because even though she’s got good friends Shelly and Hines, they’ve all got their secrets. And those secrets are the most important things in their lives. The only one who can see into Russell’s secrets is Andy Griffith, which seems like the most natural sentence in the world. Who else could.

Griffith’s the crotchety old man owner of the diner where Russell and company work. She’s the only one who likes him; he’s mean to everyone else. He’s just the owner, Lew Temple runs the place. Temple’s a crotchety middle-aged man who’s mean to everyone, Russell included. The reason Griffith’s so nice to Russell is because he sees something wonderful in her. So does Sisto as it turns out. And so does Russell’s new doctor, played by Nathan Fillion. While there’s some reciprocity in the first and third relationships—Russell gets nothing but despondence and multiple kinds of pain from being married to Sisto—Russell’s still being used by Griffith and Fillion. There’s a significant, sometimes implicit, sometimes explicit power imbalance to the relationships, which Russell takes a while to fully understand.

It’s a great character arc for Russell and the film. Shelly’s got the plot down, just not the plotting of it. She establishes a deliberate, relaxed pace in the first act, speeding it up a little at the start of the second, but then skipping along as the film nears the halfway point. Whole weeks go by offscreen with character development on pause between scenes. Even with Sisto, whose intensified abuse changes Russell’s trajectory multiple times, there’s very little insight and even less deliberation. When things start getting difficult, Russell clamps up; it’s never clear how much her friends know about her home life, ditto Fillion (once their relationship develops, rather unprofessionally, past doctor and patient), and the journal entries become more sporadic and used for emphasis not insight.

It’s not exactly a rocky finish, but the film never slows down to find a new pace. It’s still successful—Shelly’s direction, writing, Russell’s phenomenal performance, the supporting performances, the crew—none of the quality dips, it’s just Shelly goes for aspirational instead of realistic. She’s trying to find a happy ending in it all, which is going to require a lot of contrivance, a lot of coincidence.

Great photography from Matthew Irving; he and Shelly create this gentle but strong light theme, very focused on the actors, emphasizing their performances. There are some great scenes of Russell and Fillion just listening to each other and considering the other’s words. And Russell’s constant waiting for Sisto’s explosions is terrifying. Sisto’s great. Fillion’s good too, but he’s (somewhat intentionally) never deep enough. It’s not a character study about him, after all.

Hines, Shelly, Griffith, Temple, they’re all excellent. Eddie Jemison has a small part and he’s a lot of fun.

Good music from Andrew Hollander, good editing from Annette Davey. Ramsey Avery’s production design is essential.

Waitress is outstanding. It’s got its issues, but thanks to Russell’s performance, Shelly’s directing, her script, the supporting cast… it’s outstanding. Even though the film gets inside Russell’s head, Shelly showcases her performance like it doesn’t. They’re a great team.