Wonder Boys has a very messy third act. The film takes place over a weekend, Friday afternoon to Sunday afternoon; it’s the annual writers conference at an unnamed Pittsburgh university, which kicks off some of the film’s events, lines up some other ones, but is really just an excuse for exposition. It’s fine—it’s great exposition—but it’s somewhat redundant because lead Michael Douglas narrates the whole movie anyway. The film’s about how and why Douglas ends up playing hooky from the conference, even though it’s never clear how involved he was supposed to be. Douglas’s professionalism, which is at least seems ostensible at the beginning of the film, slowly evaporates as events start getting… weird.

Unfortunately the first thing to get weird is super-cringey. The film’s from 2000 and it doesn’t think it’s being transphobic and it actually gets somewhere very interesting with the subplot, but… it’s super-cringey. And kind of makes the three generations of Wonder Boys—Douglas, Robert Downey Jr., Tobey Maguire—seem like dicks. It makes Downey icky when he’s supposed to be lovable.

Downey’s Douglas’s agent. They both got famous when Douglas wrote his first (and only) novel. He’s been working on his new one for seven years. It’s over two thousand pages. Maguire is one of Douglas’s students; his best student, who already has a finished novel. And is really weird. He’s not so much moody as peeking at the world from his Nietzschean hole in the ground. The film’s at its best when Douglas and Maguire are bonding. It’s at its funniest when Douglas and Downey are mugging. It’s got the most potential when Douglas is canoodling (or trying to canoodle) Frances McDormand. McDormand is the chancellor of the school. She’s married to Richard Thomas, who’s the chair of the English department and Douglas’s boss. Douglas and McDormand are in love. Douglas’s wife has left him that very morning for unrelated martial strife; McDormand just found out she’s pregnant. Maguire might be suicidal (the movie drops this one hard, like it doesn’t want to take the responsibility). Downey’s about to lose his job (but doesn’t care so it’s a throwaway subplot; also he’s—unfortunately—a glorified guest star). There’s a lot going on.

Throw in stolen movie memorabilia, a blind dog, Katie Holmes as Douglas’s student and lodger who thinks she understands her grandpa-aged crush, and a stolen car. Not to mention Douglas’s unseen wife, who hangs over the narrative but has absolutely no presence. It’s impossible to imagine Douglas married, not to mention anyone else living in his de facto flophouse. Beautifully designed de facto flophouse, but flophouse nonetheless. So the ethereal wife is a problem. And Holmes is a problem. She’s trying to make time with Douglas and he’s aware but completely disinterested. He likes women closer to his own age—McDormand’s only thirteen years younger versus Holmes’s thirty-four. Presumably the phantom wife is somewhere in middle. But Holmes, who either gets to be really insightful or really thin—she’s flirting with Rip Torn, who’s—you know—forty-some years older—never seems to realize Douglas isn’t into her that way. He’s not into her any way. It’s hard to believe they live in the same house.

The film doesn’t exactly have plot holes, it just often has soft plot details. Director Hanson and screenwriter Steve Kloves gloss over things they shouldn’t, then somehow lose track of what the film’s supposed to be doing. During the second act, it falls completely in love with the supporting cast—Maguire in particular, which is fine and dandy because Maguire’s great—but then it chucks him in the third act to bring Downey back in. Okay, Downey’s really good, really fun (not great because he doesn’t have the part), but… wasn’t Maguire supposed to be important. Then it turns out Downey’s not important. What’s important is something the film’s had the opportunity to focus on and hasn’t. Intentionally avoided it, actually, which maybe is supposed to be a metaphor for pot-addled Douglas’s indecision—the film’s also got some really dated pot politics—but it’s a miss. Douglas is phenomenal and a great protagonist, but his narration doesn’t add anything to the film. The occasional smile, the tiniest bit of context for some exposition or another, but there’s never anything important in it.

Especially not after Douglas loses his agency in the third act.

But the script’s still good. It’s a complete mess, plotting-wise, but the scenes are great. The pacing is great. And Hanson knows how he wants to shoot the conversations. There’s a lot of beautiful direction, with outstanding photography from Dante Spinotti. Cool but warm photography, intense but natural. It’s a great looking film. Dede Allen’s editing is great, especially since Hanson’s composing these wide Panavision shots and the cuts between angles ought to be jarring. They’re not. They’re perfectly timed. Sublimely timed. Solid music from Christopher Young, mostly emphasis stuff. There’s a great soundtrack for the film, including an original Bob Dylan song. Though it’s hard to imagine any of the Wonder Boys listening to Bob Dylan.

Going through the acting again. Douglas and Maguire are phenomenal. McDormand’s great. Downey’s good. Rip Torn’s fun. Holmes gets a crap part. Richard Thomas gets cast way too perfectly as a cuckold.

Wonder Boys is, problems and all, outstanding. It’s just frustratingly close to exceptional and when Hanson and Kloves so completely bungle the third act… it takes some real damage. But it’s still outstanding though. And Douglas and Maguire’s performances are exceptional… the parts just don’t end up being so.