Twenty years on, it’s best to view Magnolia as a project of enthusiasm. Paul Thomas Anderson’s 189-minute epic is sprawling, sloppy, and nakedly emotional. It’s exactly the kind of thing an artsy kid with all the feelings would write; it’s also the kind of thing that begs for the red pen. But nobody was editing Anderson in 1999, not after the twentysomething wunderkind knocked out one of the ’90s best movies in 1997’s Boogie Nights. Producer Michael De Luca tried, asking the filmmaker to trim the script down to a two-hour and 45-minute runtime. Anderson refused and made Magnolia, a film he now calls “way too fucking long.”

“I wasn’t really editing myself,” he admitted during a 2015 appearance on WTF With Marc Maron. In a 2018 Reddit AMA, he doubled down, saying if he could go back he’d tell himself to “Chill the fuck out and cut 20 minutes.” He knew even at the time that he was pushing it, acknowledging as much in the introduction to the film’s shooting script: “This is, I believe, an interesting study in a writer writing from his gut. Writing from the gut usually equals quite a many pages. Being a ‘new, hot young director’ usually means that, for once, you can get away with not cutting anything. So for better or for worse, consider this screenplay completely written from the gut.”

Like a lot of ambitious, overindulgent projects, Magnolia is a mixed bag where the parts tend to overwhelm the whole. It’s well-acted, narratively ambitious, and crackling with a dynamism that, at the time, proved that the electricity of Boogie Nights wasn’t lightning in a bottle. It’s the story where Magnolia falters. Across more than three hours, it pings between roughly a dozen different characters, from a snake oil-shilling pick-up artist (Tom Cruise) and a cancer-ridden TV producer (Jason Robards) to an aging game show host (Philip Baker Hall) and his daughter, a perpetually overwhelmed woman suffering from addiction (Melora Walters). A striking prologue brings us into the world with a recounting of three tales of staggering coincidence, seeming to indicate that the central storylines will coincide in similar fashion. That doesn’t happen, however, as, outside of a few shared characters and some unifying bits of circumstance, their intersections are mostly thematic: the sins of the father passing onto the child; the human capacity for forgiveness; the shelf life of regret. The climax buries the film’s San Fernando Valley in a storm of falling frogs, an act that’s meant to give an epic, biblical weight to the characters’ struggles but acts more as a blanket to snuff out the various storylines, many of which end abruptly.

Since some plots are more integral and fleshed-out than others, and the film’s agonies and ecstasies exist within these oft-siloed stories, we took it upon ourselves to rank them, using their characters, storytelling, themes, and overall effect as a barometer. It’s an interesting way to look at the film, if only as an exercise to see what 20 minutes we wish Anderson had cut.


8. Marcie, Dixon, and the elusive Worm

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There’s plenty you can read into the murder investigation that’s introduced early in Magnolia and forgotten by film’s end, but the truth is just that Marcie (Cleo King) and lil’ Dixon (Emmanuel L. Johnson) are the last vestiges of a larger plot that Anderson excised from the final cut. What we see is Officer Jim Kurring (John C. Reilly) responding to a domestic disturbance only to find a belligerent Marcie and a dead body in her closet. Later, she’s interrogated by detectives, who pummel her with questions about someone named Worm. There are glimpses of Worm—he’s played by Orlando Jones, though we never see his face—throughout the film, but no answer to the murder or his relevance to the plot.

In the original script, Worm and Dixon reveal themselves to be a father-and-son con artist duo when they try to bilk Stanley Spector (Jeremy Blackman) out of money. Things go south, but the falling frogs seem to trigger something in Worm, who tells Dixon that “the idea is over now.” Marcie then admits to the detectives that she killed the man in the closet, who she calls her husband, because he hit Worm and Dixon, her son and grandson, respectively. It’s easy to see why Anderson wrote it, as it ties into the themes of abusive fathers, protective mothers, and their effect on the next generation. It’s also easy to see why he cut it, as it feels undercooked and redundant in the larger scheme.

Anderson said he left the discovery of the dead body and Dixon’s rap in the film to give the world some “mystery” and “color,” but the diversions serve only to muddy the momentum. Fans do, though, love to parse Dixon’s lyrics for its references to Worm and what could be read as a forecast of the falling frogs. In the end, though, it just feels like a distraction.


7. Quiz Kid Donnie Smith needs braces

First up, let me say this: William H. Macy is very, very good in this movie and the woozy introduction of Brad the bartender (set to Supertramp’s “Goodbye Stranger”) is one of the film’s most indelible sequences. That said, Quiz Kid Donnie Smith is a fascinating character without a good story. Anderson, who loves actors more than most directors, clearly just wanted to give Macy, his real-life pal and collaborator, a chance to act his tail off. The problem is that we spend so much time watching Donnie bemoan his loneliness and wasted genius at the town bar with a droll Henry Gibson (who is also very good) that his heist of Solomon Solomon—executed so he can get braces to impress his crush, Brad—feels like an afterthought.

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It’s a shame, too, because the character is so well-defined, from Macy’s spiky countenance and raw nerves to the framed game show check still hanging in the kitchen of his shithole apartment. His declaration that “My name is Donnie Smith and I have lots of love to give” is, in its own way, a concise portrait of the maddening inner monologue of many depressed people, but the character is overwritten into oblivion. Macy brings it all to vivid life, but Donnie ultimately feels more like a cautionary tale for Blackman’s Stanley than a character unto himself.


6. Linda Partridge is a mess

Everybody in Magnolia is acting so hard, but nobody sinks their teeth into Anderson’s barbed dialogue like Julianne Moore, who scored Oscar and Golden Globe nominations for her live-wire turn in Boogie Nights. As Linda, the wife of dying television producer (and routine philanderer) Earl Partridge (Jason Robards), Moore is clearly grasping for those golden statuettes, portraying the character as a sparking bundle of nerves on the verge of combustion. It makes sense for the character, who crumbles beneath her own regrets while picking up the meds that will more or less shuffle Earl into perpetual unconsciousness, but, dear lord, is it exhausting. Aside from her brief goodbye to Earl, Moore is either catatonic with depression or foaming at her obscenity-laden mouth. The above scene at the drugstore—played opposite a perfect Pat Healy—is, in a vacuum, a tour de force, but as part of the whole it’s just one meltdown among many. It’s numbing, honestly.

It’s also easy to raise an eyebrow at the basis of her regret, which feels like something plucked from a pulp paperback. Basically, she says she married Earl for money, cheated on him a lot, and then fell in love with him. Now, she feels bad for having treated him so shitty, and demands that her lawyer remove her from the will. It’s hard to take it all seriously when it’s spelled out in such a thudding fashion, but it also fails to resonate because we never see what it is she loves about him. That’s not easy, obviously, with Earl being laid up in bed, but the point remains: Not even Moore can make us believe in a love story between two people who spend no time together.


5. Jim Kurring and Claudia Wilson Gator’s first date

I can’t shake the feeling that Anderson really wanted Melora Walters’ Claudia to be a protagonist of sorts for Magnolia, but, like Moore, the character feels overly defined by her instability. She’s tragic, yes, as a woman addicted to cocaine who is still struggling with the scars left by her father, Jimmy Gator (Philip Baker Hall), but her lack of an external life is ultimately limiting for Walters, who plays everything as if she’s on the verge of tears. It’s hard, then, to really invest in the first date between her and Reilly’s police officer; their conversation is awkward, then it’s pointed, and then it’s just way too serious. Reilly and Walters are both wonderful actors, but there’s little chemistry—the only thing really binding them together is a mutual loneliness and a persistence on Reilly’s part to challenge her own insecurities.

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I still find myself rooting for them, though. I still swoon when they kiss. I love when he tells her about how he lost his gun, a moment of genuine vulnerability following the scene of him tearfully praying about it in the rain. Maybe it’s just nice to see nice, lonely people find each other? That said, it’s creepy as hell that he picked her up while being on a call to her apartment. At least he acknowledges it’s gross?


4. Phil, Frank, and the dying Earl

You know who does have chemistry? Philip Seymour Hoffman and Jason Robards, who turn what could’ve been the dullest plot thread of Magnolia into something surprisingly tense and funny. Hoffman plays Phil Parma, a nurse who Earl recruits with finding his estranged son, Frank T.J. Mackey (Tom Cruise). Anderson is well aware that, like Moore’s storyline, there’s an eye-rolling familiarity to this kind of story, but he subverts it by making Phil scour through porno magazines and dodgy hotlines in order to connect with the guy. Anderson and Hoffman, who is so subtle and empathetic in his portrayal, turn seemingly innocuous scenes, like Phil ordering porn via Pink Dot, into something compelling, weird, and oddly meaningful. Anderson frames Phil’s myriad phone calls like a chase scene, with each sales person or assistant serving as another obstacle in his pursuit of Frank.

Robards, meanwhile, captures Earl’s weariness, humor, and, in a big monologue that caps off the film’s second act, his regret. His speech is inelegant and sometimes repetitive, but it remains powerful, especially since Robards would pass away just a year after the film’s release. “Don’t ever let anyone say to you you shouldn’t regret anything,” he declares, delivering a statement that few other movies would have the guts to make. “You regret anything you fucking want.”


3. Quiz Kid Stanley Spector has to go to the bathroom

Jeremy Blackman’s Stanley Spector more or less disappears during the third act, and his story suffers for it. Sure, there’s something powerful and moving about him telling his shithead dad that he “needs to be nicer,” but it’s unclear exactly what prompts him to stand up for himself. The same goes for his confrontation with Jimmy, when he screams that he’s “not a doll” after pissing his pants on live television. These are moments of triumph for a character who hasn’t quite earned it.

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Still, Stanley’s story is elevated by Blackman’s sweet, wide-eyed portrayal and Anderson’s slavish re-creation of a studio quiz show. It’s curiously thrilling to watch him get ferried through the studio’s halls, reunited with quiz compatriots Richard and Julia, and plunked on a kaleidoscopic stage in front of a live studio audience. His slow collapse works to justify the film’s long runtime; to see him dominate the quiz show in the early going only makes his prolonged spiritual defeat that much more painful. There’s something so perfectly, specifically cruel—and relatable—about a deified child being broken by the adults not letting him take a pee break.


2. The slow, sad demise of Jimmy Gator

Like Stanley, Philip Baker Hall’s Jimmy benefits from the fleshed-out environment of What Do Kids Know?, as we learn just as much from his amiable hosting style (and how he can slip into its rhythms on a dime) as we do his dark past and dismal final days. He’s been diagnosed with terminal cancer when we meet him, and is trying to make amends with his estranged daughter, Claudia, who promptly shouts him out of her apartment. It’s easy to forget that early meeting, lost as it becomes in Jimmy’s pre-show drinking rituals and jaunty game show categories like “chaos in superstring” and “rub-a-dub.” When, at the end, Rose (Melinda Dillon) forces him to confront why Claudia hates him so much, we realize (or perhaps remember) that the man we’ve been watching regale kids these three hours is a monster. Or was one, once upon a time. “I don’t know what I’ve done,” he says. By the time he puts a gun to his head, though, we can imagine that, yes, he actually does. And by the time an errant frog ensures his death will be much more painful, we can imagine that the universe does, too.

Hall doesn’t play him like a villain, though. He’s likable even when he’s drunk and irritable, and his onscreen persona, weathered though it may be, is lived-in enough to feel instantly recognizable. It’s crushing to watch him stumble before fainting; it’s painful to watch anyone lose control of their mind, their words, their body. Still, it’s hard to shake off the weight of him saying he doesn’t “know” what he did to Claudia. Like so many of the shitty parents haunting Magnolia, he’s clearly never considered how his selfish actions would ripple throughout the lives of the people he says he loves.


1. Frank T.J. Mackey confronts the past

On its surface, Frank’s arc is about as broad as it gets. His rich dad bailed on his mom when she had cancer, and Frank, just 14 at the time, was left alone to take care of her. He dealt with the pain by freezing himself in a state of arrested adolescence, casting off the pain of his mother’s struggles by building a career in which men are single-minded and women are mere objects. One of the tenets of Seduce And Destroy, the pick-up artist seminar he leads, is that the past is irrelevant—we can rebuild, rebrand, and rename ourselves however best suits our needs. Considering Anderson’s refrain “We may be through with the past, but the past ain’t through with us,” that doesn’t work out so well. After a contentious interview with a curious, charismatic journalist (April Grace) and an invitation to see his sick father from Phil, Frank is brought to his father’s bedside, where he curses him out while simultaneously pining for a world where they could’ve had a relationship. Anderson’s said in recent years that the story was one way of helping him cope with his own father’s death.

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Anderson’s affection for the material is evident. Not only is it Magnolia’s richest, most well-drawn story, but it’s also one that could’ve sustained an entire movie by itself. It’s honestly hard to put into words just how good Cruise is in the role, which he offers a respect and reverence to that, due to the character’s perversion and general disreputableness, others might hesitate to provide. It’s easy to believe, for example, why he’s able to seduce so many lonely young men into his orbit: His showmanship, sexist and vile as it is, is infectious in its energy, and he limns his manipulative, anti-feminist rhetoric with a sense of genuine concern for his students. He finds even more shades during the interview, during which he uses his marbled physique and mile-a-minute grandiloquence to both physically and intellectually seduce the interviewer, who leads him along to lower his defenses ahead of her real questions. When she gets to them, Cruise has Frank haplessly try to make things sexual again before sinking into an icy, unblinking silence that qualifies as its own kind of violence. Many point to Frank’s moving bedside breakdown as his best moment, but the theatrical nature of it would never have worked if he hadn’t built such a vivid, multidimensional character earlier in the film. It’s the difference between his and Moore’s performances.

It’s also hard to ignore the character’s current resonance. There’s a prescience to Frank in an age in which we’re forced to reckon with the online and real-life violence of the anti-feminist “incel” community, men who believe they’re owed sex by what they perceive to be an inferior gender, a mindset that’s propagated by Frank’s teachings. It’s not hard to draw parallels between his seminar and snake oil grifts of some of the alt-right’s ugliest personalities.

Frank’s story, though, represents everything that’s good about Magnolia, which is best when it sweeps us up in the complicated inner life of a character we think we’ve already got figured out. Anderson never stopped doing that, of course; his career is built upon enigmatic, problematic, and ultimately broken characters. What he’s realized since Magnolia, however, is that these people are all complicated enough to carry their own movie.