All About Eve is incredibly ambitious work from writer and director Mankiewicz. From the first scene, from the epic Alfred Newman score over the opening titles (which are just the standard late forties, early fifties Fox title cards), it’s clear All About Eve is going for something. But it takes over an hour to even reveal where it’s going, instead concentrating on entirely different aspects of the relatively simple plot. The film doesn’t have a tangled narrative—it’s mostly in flashback, with occasional narration (Mankiewicz’s success at toggling flashback narrators without having to break the flashback is an early stunning feat)—but it’s an extremely rare case of a twist (and directing through misdirecting regarding that twist) works out perfectly.

Most of All About Eve is a character study of top-billed Bette Davis. She’s an aging Broadway diva (forty-two playing forty), who’s in a career renaissance thanks to boyfriend director Gary Merrill and their good friends, playwright Hugh Marlowe and his wife, Celeste Holm. In some ways, Holm’s always the protagonist of the film. Mankiewicz’s centering on her—and using her to center or stabilize the film—is another of Eve’s great accomplishments. She provides a touchstone for everyone—audience included—involved.

Everything changes when Holm brings Anne Baxter into their world (specifically into Davis’s dressing room for a meet and greet). Baxter’s a devoted fan, having seen every performance of the play. She’s got a tragic backstory and a love of the theater (and, possibly, a desire for applause) and everyone feels empathy for her situation, especially Davis. Baxter’s too good for the theatrical world, so Davis gives her a job and a place to live, which encroaches on Thelma Ritter’s position. Ritter’s still unmarried Davis’s live-in best friend, who also happens to do light maid tasks and so on. Ritter’s great; she’s hilarious but able to pivot immediately to sincere. It’s too bad she doesn’t get more to do; she and Davis are wonderful together.

And Ritter’s not going to like Baxter after a little while working together, something Mankiewicz and editor Barbara McLean do a fantastic job conveying in montages. But when Ritter complains to Davis about Baxter maybe being strange, Davis doesn’t see it. Until she then does see it and she can’t stop unseeing it. Especially not after boyfriend Merrill returns from shooting a picture in Hollywood—for a film so adamant in the inhumanity of theater folk, Eve’s got an even lesser opinion of Hollywood—Davis has even more reasons to worry. Turns out Baxter’s been writing him while he’s away.

The film’s never soapy, even as various characters work out various schemes to injure or benefit other characters. There are secrets abound (and a few where it’s unclear if they’re ever revealed), but Mankiewicz keeps them appropriately compartmentalized. Davis gets her secrets, Holm gets her secrets, and so on. Baxter doesn’t get any secrets yet because Baxter’s barely in the film at this point. Once Baxter joins Davis’s entourage, it’s Davis’s picture and everyone else is just lucky enough to be in it. From scene one, in the present day bookend, it’s clear from how she picks up a glass, Davis is going to be giving an incredible performance. It eventually works out to Mankiewicz spotlighting Davis, Baxter, and Holm’s incredible performances, but he takes his time, showcasing George Sanders’s excellent turn as a theater critic.

Acting-wise, it’s not hard to do the list in order—Davis is best, then Baxter, then Holm, then Sanders, then Merrill and Ritter sharing fifth. But the gulf between Holm and Sanders is a big one. Davis, Baxter, Holm, they all get big issues to tackle, big realities, sometimes ones they don’t even get to talk about, just ones they have to experience offscreen while the other characters gossip or plot. Merrill even gets a whopper moment to handle, even though it’s someone else’s scene. And actually then someone else’s—All About Eve has a wonderful flow to its not infrequent protagonist hops. But Sanders never really gets a big scene. Not to himself. He’s a force in the film, but not an active participant, not exactly.

He’s great. But he’s not in the same tier as the female leads.

Most of Eve has Davis in the protagonist seat; it doesn’t seem possible Mankiewicz is going to be able to shift things over mid-film to Baxter. He pulls it off using Holm, leveraging her being in the seat in the first place. It’s an awesome move. Especially when he then lengths the narrative distance out in the third act, as the flashbacks end and the bookend comes back.

It’s a magnificent film. From very early on. It very quickly reaches a point it could go incredibly wrong but so long as Davis’s performance holds, it’ll be great. But then it just keeps going well and Davis just gets better and better… and then you realize you’ve still got like ninety minutes left (Eve runs two hours and twenty minutes); you sit with bated breath, waiting for Mankiewicz and company to impress.

All About Eve is awesome. Start to finish. Davis, Baxter, Holm, Mankiewicz, et al. Just awesome.