Note: This review originally ran as part of our TIFF 2011 coverage. Take This Waltz opens this weekend in NY, with a limited release to follow July 6.

Take This Waltz completely slayed me.

With her 2006 feature film debut, Away from Her, Sarah Polley examined the intricacies of a long-term relationship through a couple married for many decades, who were faced with one of them dealing with early-onset Alzheimer’s. In that film, she explored marriage, infidelity, and commitment with a deeply innate understanding of the complexity of relationships that was remarkable for a director who was, at that time, only 27.

Five years later with Take This Waltz, she explores a similar theme through a different lens, with a story that revolves around what happens to the marriage of a late-20s couple, Margot (Michelle Williams) and Lou (Seth Rogen), when Margot makes a connection with Daniel (Luke Kirby), a handsome, charming neighbor who gives Margot the attention she craves from her well-intentioned but distracted husband.

Among the many things Polley nails with both her script and direction is the way in which we tend to grow complacent in long-term relationships. That’s just the way it goes, right? At the beginning, when things are budding and new and fresh, there’s a palpable excitement to this connection you’re making with another person, when the sexual chemistry is so intense it feels like it colors the world. You feel tingly and giddy and everything suddenly seems to be made brighter, more vivid, by the feelings flooding through you that you can’t quite explain or get a handle on.

And you think to yourself, wow, I’ve finally found this person who makes me feel this way, and it seems, in those early days, that this will never go away — because you mistakenly think that the feeling is about the person, rather than just the dynamic of being in that particular stage of a relationship. You don’t always get, when you’re in it, that beginnings and middles and endings are really just an inevitable part of the cycle.

And of course, as grown-ups, we think we are supposed to realize this. We’re supposed to know, by the time we’re in our 20s or 30s or 40s, that the blush of first love, the sizzle of sexual attraction, inevitably fades into something different, more comfortable and, hopefully, more deeply connected than just having great sex with someone new. We’re supposed to get that long-term relationships are about sticking it out through the valleys as well as the peaks, and that relationships mellow and evolve, change and shift, through the course of two people growing and changing themselves.

We’re supposed to get that, yes. But we don’t, always, do we? If we did, the divorce rate would be a hell of a lot lower than it is.

People have feelings that are irrational, that run counter to what our conscience and social mores tell us we should have, and we can’t always explain to ourselves why we feel the way we feel. We can choose, certainly, to go down this path or that one, but morality in relationships is simply not always as black and white as we’d like to wish it was.

The choices we make have consequences, and, to paraphrase a bit of dialog from the film, sometimes we make choices that stick, and they just can’t be undone or fixed. And then you realize that every relationship will inevitably cycle into the same pattern of comfortable familiarity and routine, and you start to realize, perhaps, that it’s not the person you’re with — it’s you. Or more accurately, that it’s not even you, but that it’s just the way things are, that this is what it means to be in a long-term relationship with another person. You muddle through, and you learn, and you figure out that maybe life just is the way it is, and the complexities of love and emotion and way we connect in relationships are a part of that too, and that no matter how tightly you try to grasp onto that passion and energy of the beginning of a relationship, it’s as impossible as trying to hold on forever to a handful of sand.

Polley is one of the few directors working today who seems to not just deeply understand the complexity of the edges of relationships, but to be able to convey it on screen in ways that are strikingly visual and poetic, full of imagery and beauty, joy and sadness, all at once. For instance, the opening scene bookends near the end of the film in a slightly different way that evokes beginnings and endings with poetic visual stanzas that say, simply: Look, there are beginnings and there are endings, and at the core they are both the same thing.

She makes choices with the artistic design of her films that reflect a mature and thoughtful sensibility and innate understanding of how to convey what’s inside a person by showing us how they feel through the imagery of the things around them. Consider the achingly cool color palette of Away from Her, which was about the long, cold, death of Julie Christie’s Fiona as she succumbed to a disease that robbed her of all the memories that made her who she was, and how it took away from her husband the lifetime connection of hopes and dreams and betrayal and forgiveness the two had shared.

And now consider the careful choices around use of color and production design, framing and focus, that Polley uses in Take This Waltz to evoke a completely different emotional tonality, reflecting the way everything seems more vibrant and glowing and exciting when awash in the light of a new emotional connection with another person. Consider also the astuteness with which Polley completely nails the little things about relationships: How even in a marriage, there’s still a certain emotional risk, a fear of rejection, around the initiation of sex; how even when you’re in a committed relationship, you’re not immune to connecting emotionally with someone else; how comfortable familiarity can start to rub in irritating ways, even as you try desperately to cling to all that you know you’ve shared with this person.

There’s a side story in the film about Margot’s sister-in-law, Geri (Sarah Silverman), an alcoholic mother trying desperately to stay on the wagon for the sake of her husband and daughter, that augments the main storyline nicely and really, could have been a story in its own right. Polley creates this wrenching, real sidecar to the main piece that’s so honestly realized it makes you want to see more, too, of the relationship between Geri and her husband and her struggle to maintain a straight course. It’s reflective also of the commitment Silverman brought to a relatively small part that Geri is such a compelling and heart-breaking character.

But if honest, true, perceptive writing and assured directing is the steady heartbeat that drives Take This Waltz, its the three actors at the center of the story who are the blood the heart pumps. Both Rogen and Williams are at the top of their game here, and for all that I thought Williams was brilliant and wrenching in Blue Valentine, she’s equally terrific, in a different way that’s every bit as genuine, in this film.

What makes Williams, like most great actors, so compelling to watch is her ability to be completely transparent, to allow the emotion and the story and the essence of who Margot is to completely take her over in every scene. It’s a quality that only the best performers have, and it’s hard to precisely define, but immediately recognizable when you see it. Whatever “it” is, Williams has it. As for Rogen, this, for me, is the best he’s ever been. I wish he’d stay away from comedy and just stick with working with directors like Polley who can get this kind of compelling, honest performance out of him, because he just broke my heart in this film. Kirby’s a new one for ,so it’s hard to gauge how much of his performance here is reacting to Williams’ powerful presence and how much is his own innate talent, but the believeable chemistry between them worked very well.

Bottom line for me is quite simply this: Polley is one of the most interesting, powerful, fiercely independent directors working today. She’s an artist and a poet who paints the canvas of a movie screen with fascinating, textured stories, stories that connect and evoke emotion because they are so goddamned spot-on and unflinchingly, boldly honest. She’s made a powerful one-two punch of a statement for the writer-director she is and intends to be with Away from Her and Take This Waltz. What will she be a decade from now? I can’t wait to watch.

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