In Michael Cuesta's debut film L.I.E., a morose 15-year-old boy discovered that the local pederast was a better friend to him than his own father. In Cuesta's follow-up, Twelve And Holding, three more sullen suburban kids grapple with adolescent angst and abandonment issues. Local bullies have just accidentally killed Conor Donovan's twin brother, while his chubby friend Jesse Camacho—who survived the same attack—has lost his sense of taste, and has begun losing weight over the objections of his portly parents. And Zoe Weizenbaum, seemingly the best-adjusted of the three pals, has developed a dangerous crush on one of her mother's psychiatric patients. Apparently, mere coming of age isn't enough in a Cuesta film. His kids grow up the hard way.


As with L.I.E.—as well as his work as a director on the TV series Six Feet Under—Cuesta shows a strong feel for suburbia. It's not just that he knows how to decorate a wood-paneled den, or how to dress Camacho's morbidly obese mother in shapeless flowered blouses. He also knows how to capture the melancholy mood of a middle-school gym class on a gray autumn day. Twelve And Holding applies a lot of blue shade to a meditation on the guilt that hangs in the air after a tragedy, while Cuesta flatly asks whether pain and horror can make us better people.

The question is worth asking, and Cuesta is a strong enough visual stylist that he can hold onto an audience through even the most uncomfortable scenario, until he completes his thought. But the surface slickness ultimately makes Twelve And Holding awful. The drama feels factory-cut and shrink-wrapped, with each of three kids' stories following predictably twisty paths to ironically hopeful conclusions. The supporting cast of well-known character actors (including Bruce Altman, Annabella Sciorra, and Mark Linn-Baker) and the smart-ass use of Blue Öyster Cult's "Burnin' For You" as a signifier of pathos—all of it could've been shipped straight from the indie mill. Cuesta is trying to say something real and vital about how the children of America's middle class figure out the truth of this world, but his language is full of miserablist clichés, starting with the worn-out idea that audiences need to have their noses rubbed in shit if they're ever going to learn.