Note. This review originally was published as part of our coverage of the Atlanta Film Festival.

Beside Still Waters sets itself apart from the increasingly homogenized indie scene for myriad reasons, none more important nor immediately apparent than its shooting format. Taking nostalgia and loss as its subjects, the film makes its 16mm celluloid a thematic point as much as an aesthetic one, something compounded by the use of Super 8 and black-and-white photographs as visualizations of memory. In the case of the 8mm film, used to record the characters messing around in the present, the playback of previously seen events on the grainier, less defined but warmer texture of the lower-quality stock provides an alternate tone to previous moments, so that scenes of fun but obligatory interaction between old friends suddenly seem more whimsical and joyous, the way that the man shooting these home videos wishes to remember them.

The man in question is Daniel (Ryan Eggold), who recently lost his parents in a car accident and tries to recapture happier times by putting on one last bender with old pals at their place before the house is repossessed. His childhood friends arrive one-by-one and quickly establish their distinctive personalities: the shiftless, deadpan Tom (Beck Bennett); free-spirited Charley (Jessy Hodges); wannabe-thesp-cum-reality-star James (Brett Dalton); unhappy high-school sweethearts Martin (Will Brill); and ex-girlfriend Olivia (Britt Lower), with new fiancé Henry (Reid Scott) in tow. As everyone settles into Daniel’s lake house, details about the characters’ relationships to one another and their present issues trickle out regularly, from Daniel talking about none of his friends coming to his parents’ funeral early on to the various romantic hangups among the group.

The steady stream of expository revelation may sound, on paper, to be overly plot-oriented, but in execution the opposite is true: the film bluntly spells out its background in order to devote the bulk of the time to the way that the characters play off this information and filter it through their perspectives. Every character, regardless of screen time, contributes not only to the accumulating details of the group’s past but offers new vantage points from which to view and dissect what the others say and how they say it.

This structure, so carefully considered, with the dialogue directly moving the story forward instead of providing incidental, improvisatory music around the narrative, is reflective of a great script, but also of one of the benefits of shooting on film. The temporal limits of a film reel restrict ambling takes, and they perfectly literalize the notion that time is money, with every 10-15 minutes of footage coming at a price. To film on celluloid requires discipline, especially on a financially strapped production, and Beside Still Waters displays the true signs of everything having been truly worked on and planned before shooting started, lending the film a focus that so many of its digital peers lack.

The thorough mapping of the story extends to the film’s comedy, with acidic, perfectly timed exchanges of dialogue like, “I was just in a car accident.” “I’ll drink to that!” But the film is at its best when joining such lines with the cast’s expressive acting. Everyone shows only the slightest reticence over disclosing how much they hate James’s TV show, but the payoffs for these confessions come in James’s stuck smile, its plastic warping from the heat of his anger and embarrassment.

Show-stealer Tom seems to be in a competition with himself to betray the least amount of emotion or even movement, but the slow roll of his eyes toward any conflict reveal him as the person fastest to insert himself in any situation and divert it in the manner he pleases. Tom’s slothful presence acts as a counterweight for Daniel’s increasingly fraught inability to bottle up his emotions, but like any good, immature friend, Tom uses his laid-back logic and sardonic humor to implement Daniel’s ridiculous romantic schemes, not dissuade them.

Co-writer/director Chris Lowell displays an equal affinity for compositional comedy. Medium close-ups of the gang around the dinner table pull back into master shots when someone tries to excuse themselves from awkward conversation, thus letting their even clumsier exit sliding behind chairs play out in full view. This has the effect of making the escape more unbearable than simply riding out Daniel’s loosened tongue and the building pressure of passive-aggressive animosity, hilariously trapping the group in their own shared hang-ups.

And an early frontrunner for one of the best scenes of the year has to be the phenomenally edited sequence of clusters of hungover friends recounting the previous night’s exploits to the one or two companions with them. The layout of the sequence becomes a kind of exquisite corpse game, disparate characters linked by a shared word in their respective chats that gives the impression of one flowing conversation even as each person sends things in a different direction and provides different reactions to the same events. The scene may be broad, but it offers a redux version of the film’s strengths: exceptional timing, smart writing, and a consideration of the entire cast’s behaviors and feelings, not just those of designated stand-outs.

If Beside Still Waters privileges moments like these over its narrative revelations, that is not to say that the movie lacks surprises. Instead, it understands the difference between something unexpected and a twist that reconfigures the entire story just to jolt the viewer. When certain things come to light and the movie transitions into more serious territory in the last act, it is not a belated demonstration of intent but a culmination of threads carefully laid and developed throughout the film.

This level of care is its own reward; at one point, Daniel even speaks aloud his psychological motivation for trying to get back with Olivia, as if to deny viewers from watching the film through the usual prisms of film-school interpretation to keep attention on the endless pleasures and subtleties of the individual and ensemble acting. Daniel’s desperate attempt to cling to some measure of his childhood happiness, and the conflict that creates with friends who have moved on, is fertile ground for belated-coming-of-age films, but Beside Still Waters handles the topic with rare grace and, for all the drunken exploits and petulant regression, maturity. Lowell is primarily known for playing Piz on Veronica Mars, but with this exceptional debut, he deserves to be considered one of most promising new talents in American independent cinema.

Grade: A