The Private Lives of Pippa Lee is a narrated character study. Protagonist Robin Wright is talking herself through her life while the film observes her, seeing where she’s gained the perspective of time and where she hasn’t. The film starts in the present, with Wright and husband Alan Arkin having just moved to a retirement community from New York City. Arkin is a successful publisher who’s had three heart attacks and needs to partially retire. Wright’s his dutiful, doting, much younger third wife; the perfect “artist’s wife,” their friend Mike Binder calls her in the opening scene, even though she married a publisher.

Arkin and Wright’s relationship is central to Pippa Lee, except it turns out the most important parts aren’t when Wright’s playing the role because Pippa Lee is Wright recounting her whole life for examination starting with her birth. Maria Bello plays her mother. Tim Guinee plays her father, a pastor of some cloth who’s never around. Bello’s got something like five sons and then Pippa, played by Madeline McNulty as a child. Bello’s phenomenal, with these early flashbacks laying foundation for later. She treats McNulty like an object, which will be a recurring theme.

In the present, both Arkin and Wright are having trouble adjusting to the new setting. They’ve got a couple grown kids; Ryan McDonald is the son in law school. He’s the rounded, quiet one, who loves mom and dad. Zoe Kazan plays the daughter; she’s the wild one—a photojournalist traipsing around the world’s war zones—and she hates Wright and adores Arkin. Kazan and Wright’s relationship will be significant in the third act, so it’s exceptionally impressive how well writer and director Miller slow cooks that subplot.

Wright makes a local friend in Shirley Knight, who’s awesome (lots of awesome performances in Pippa Lee but Knight’s special even among them). Knight’s got the common problems for community’s residents—her son’s a mid-thirties burnout, not a still succeeding twenty-something. Keanu Reeves plays the son. There’s a lot of impressive direction from Miller, and, obviously, the way she directs Wright and Wright’s narration and Blake Lively as young Wright is the film’s most masterly achievement.

But, damn, does Miller get a great performance from Reeves. He and Wright form a tender, tentative friendship; in reality, Reeves is a couple years older than Wright—cinematographer Declan Quinn’s going to shoot Arkin in flashbacks with soft, forgiving light; presumably, Reeves got some of it, too–but it works. Something about it just works.

They get to be friends because Reeves is a clerk at the convenience store Wright frequents. She needs help one night, and he’s there.

The film’s second act is mostly the flashbacks with Lively. She starts as teenage Wright and goes to early twenties Wright (the film teases the transition between the two actors in dialogue then later does a great job with it). Lively gets all the great scenes with Bello, running off to live with her aunt Robin Weigert and aunt’s late seventies, early eighties “roommate” Julianne Moore. Wright’s narration from the present packages these memories in three layers. There’s the original impulse for the memory, whether it’s reacting to something in the present or just the next scene in a subplot, Wright’s combination observation and explanation narration, then what the film sees about Wright, through present-day connection, framed narration, and Lively’s performance in the flashback.

Lively’s got it rough for a while—running away from home, complicated new living arrangements, early eighties New York art scene floundering—so she doesn’t smile. But her expressions so closely match Wright’s in the present; when Wright smiles, you know what Lively’s smiling will look like. As events progress, Wright’s got more sadness, contrasting a happier Lively in the past, but the expressions are all from the same pool. It’s a fantastic two-person performance.

The most drama in Lively’s flashbacks end up involving how she meets Arkin, who’s still married to second wife Monica Bellucci at the time. Bellucci’s a wealthy, glamorous eccentric who Arkin can’t stand anymore; he’s immediately taken with Lively. They “meet” about halfway through the film, and it’s got to inform Wright and Arkin’s relationship, which the film established in the first scene, but then Wright and Arkin need to forecast where Lively’s going. Such good work from Miller, just achingly good work.

If the film’s a series of echoes rhyming between the past and present, the second act ends with a drum solo, the sticks hitting so fast the beats overlap; no one has a chance to slow down.

Then Miller has to wrap it all up in the third act, putting it all on Wright to synthesize this performance she’d only been partially responsible for (plus and minus the narration, which keeps Wright very present in the Lively scenes), and it’s a resounding, gentle, careful success.

So good.

There aren’t any bad performances. Binder’s annoying as the annoying author friend with the mad crush on Wright; he’s married to poet Winona Ryder and doesn’t like her having interests other than homemaking. It never occurs to him Wright’s homemaking might not be her whole thing. Ryder’s got a relatively important role in the present-day story, and she’s excellent.

Kazan and McDonald are good as the kids. They never have the heaviest lifting in any scenes, though Kazan’s got a particularly lovely little arc.

Moore and Weigert are good in their cameos. Bellucci’s got a similarly sized role, but it’s more important, and she gets a killer scene while Moore and Weigert are just support.

Bello’s phenomenal. Arkin’s good, Reeves’s great.

Wright and Lively are mesmerizing. It’s more surprising when Lively’s so good because it seems like the flashback device will constrain her, but she’s got a movie of her own in Wright’s movie.

No surprise, the film’s technicals are strong. Miller’s composition’s good, beautifully shot by Quinn, perfectly timed by editor Sabine Hoffman against Michael Rohatyn’s score. It’s a great-looking film, great sounding film.

Miller, Wright, and Lively make a remarkable Pippa Lee.

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