The third act of Sunset Boulevard just gets darker and darker. The film digs down into one level, then finds another, then another, then maybe even another. Director Wilder and co-writers Charles Brackett and D.M. Marshman Jr. find a way to fully condemn the film’s setting–Hollywood, with Paramount Pictures (Sunset’s producer) being the generalized stand-in–while offering reprieve to some of its participants. That condemnation (and the conditional reprieve) comes through William Holden’s self-realization arc, which he doesn’t discuss in his full narration of the film. He doesn’t want to talk about it. Because Holden, playing a B-movie screenwriter down on his luck, isn’t so much a participant as a victim. But he’s a victim of the Hollywood dream, not Hollywood itself. Sort of.

The film’s final descents are real fast and one after another. If it weren’t for Holden’s narration, he might even get lost in them.

Sunset opens with Holden trying to hack out another script he doesn’t like and then having to dodge some repo men out for his car. There’s a quick trip through Holden’s Hollywood–begging for loans–culminating in a really fun car chase. Wilder keeps it light (even if the opening promises some darkness) and Holden’s a wonderfully affable lead. He ends up in the driveway of a rundown mansion, where he soon meets the estate’s Miss Havisham (a comparison in the very narration), Gloria Swanson.

Swanson is a silent film megastar, twenty years later. She has a single companion, butler Erich von Stroheim. Holden and Swanson’s first meeting is full of quips and barbs; Swanson’s very (intentionally) affected and intense, while Holden’s relaxed but pointed. There’s a rhythm to their scene, which maintains for a while as Holden becomes another resident of the mansion–seems Swanson’s written a comeback project for herself, a Salome adaptation. She “hires” Holden to get it into shape for the studio.

Eventually it becomes clear Swanson’s interest in Holden isn’t only in his copyediting. He’s initially resistant but acquiesces once he realizes Swanson’s mental health is more fragile than he thought. At this point, that relaxed but pointed Holden disappears. When he finally does return in the third act, it’s jarring. Not just because the temperament had been gone so long, but also because–when its aimed at someone else, it’s clear how it’d never been affable at all.

That someone else is Nancy Olson, who plays a young script reader at the studio. She goes from a professional detractor of Holden’s hackier work to an acquaintance (engaged to his friend, Jack Webb) to his collaborator on a new script. The film never has Holden’s two screenwriting projects concurrent. The kick-off of Holden and Olson’s collaborating comes immediately following the Salome project’s culmination. Swanson, von Stroheim, and Holden pay Cecil B. DeMille a visit on the Paramount set; there’s a lot of character and narrative development, plus important Hollywood commentary. That commentary will inform a lot later on.

At any given time in Sunset Boulevard, Holden, Swanson, or von Stroheim are giving stunning performances. Usually Wilder gives each actor a spotlight in the scenes; the script, which is wondrously plotted, keeps them from stepping on each other’s toes. Holden and von Stroheim always accompany Swanson’s presence, which–even with Holden’s narration sometimes in between the dialogue lines–never crowds out the other actors. Maybe because Swanson’s a star; her crowding out the characters is a given.

For the first act, it’s Holden’s movie. As an actor. His performance makes Sunset. Once he’s around Swanson more–and the plot perturbs–she becomes the essential factor. Even in the third act, when he gets his big scene and she gets a number of big scenes–even as the narrative focuses more and more on Holden and Olson, as their collaboration starts to become less professional than intended, Swanson’s still omnipresent. Olson doesn’t even know of her existence, which makes it all the more impressive. There’s a certain audacity to the film. There needs to be. And Wilder runs with it.

But then at the finish, turns out maybe von Stroheim’s been the essential factor all along. His background performance, which never gets a full spotlight, brings it all together.

Swanson gives the best performance, no doubt. She’s got the most to do, the hardest stuff to do. Obviously stuff like a Charlie Chaplin impression, not obvious stuff like building towards the dark finale… it’s phenomenal. Holden’s great too. von Stroheim’s great. Olson’s good, though–intentionally–it’s not like she’s got anything on the level of the three main stars. And then there’s pretty much no one else in the movie. Webb. He’s in it for a bit and he’s good but it’s less than five minutes. DeMille’s extended cameo is good. There are some smaller Hollywood cameos–Buster Keaton and Hedda Hopper make the most impression. But Sunset is all about Swanson, Holden, and von Stroheim. And their self-made Hollywood success prison.

Wilder’s direction is excellent. He and cinematographer John F. Seitz create these artificial realities–the one Holden lives in, the one Swanson lives in, the obviously artificial one Olson and Webb live in. Sunset’s all about not understanding make believe even if you make the make believe.

Wilder is restrained as far as composition goes. He saves his severe angles, waiting until just the right moment to cut to them. They’re release valves for built-up narrative intensity, something Franz Waxman’s score is always heightening. Great score.

Sunset Boulevard is an ambitious, difficult film. But it’s difficult not in how Wilder constructs it–in fact, the script’s anything but; there’s obvious foreshadowing and forecasting. It’s just hard to get past being starstruck. For Holden, for Swanson, for the viewer. It’s exceptional; in fact, to succeed, it couldn’t be anything but.