There’s an excellent locker room scene in Sarah Polley’s second feature that is the subject of a modest degree of pre-release chatter, if only for Sarah Silverman’s full frontal debut. Such talk is misplaced—that sort usually is—yet the scene is remarkable as a perfect foil for the flirty and extremely delicate eroticism found elsewhere in the film. Following a water aerobics class in which Margot (Michelle Williams) and her sister-in-law Geraldine (Sarah Silverman) are by far the youngest students, the women shower off the day’s chlorine, with Geraldine and a fellow classmate discussing the nature of long-term relationships as the camera bluntly frames their bodies. Polley’s camera isn’t exploitative; the naked form is a fact long known and understood by the women on screen, a body to be exercised and cleaned and clothed. But suddenly aware of the routine in which she engages, the long-married Geraldine asks no one in particular: “Who am I shaving my legs for?” 

Margot, married to her husband Lou (Seth Rogen, gentle and lovely) for five years, is at a crossroads. She has been reflecting on the state of her marriage, not out of sudden independent awareness of routine, but due to the arrival of Daniel (Luke Kirby), her very attractive and interested rickshaw-pulling neighbor. Margot and Lou are mutually adoring, but Daniel’s introduction into Margot’s sphere colors her marriage rote, loving but sexless. When Lou puts off her attempts at seduction, Margot increasingly supplements her marriage by spending time with Daniel, their moments careful but charged and erotic in the absence of actual contact. And yet for all that Margot sees missing from her marriage, her domestic life with Lou is sweet and affectionate. She grapples with a basic question: is it wrong to want something new if nothing is wrong with the old?

As Margot, Michelle Williams is reliably complex, ensuring her depth even when the film threatens to invoke a stock  “manic pixie dream girl” character. But Williams mercifully avoids twee, opting instead for a quiet anxiety and terrible fear of humiliation, a portrayal that's at times infuriating in its frustrated catharsis, yet more satisfying than her too-cute heart-shaped birthmark initially suggests. This is not a woman sketched out in vintage sundresses as shorthand for hip femininity, but rather a woman reconciling her cutesy exterior with the body underneath, her sexuality fighting against a safe infantilism.

Despite moments where the writing feels a bit too on the nose, Polley very nearly gets by on sheer atmosphere—both gestural and environmental. Polley, who wrote and directed, frames Margot and her conflicting desires within a hot Toronto summer, exactingly rendered through Luc Montpellier’s vibrant cinematography of a city at peak heat that poses a constant threat of sweatiness. Where Polley’s Away From Her (06) was set in the literal and metaphorical winter of a woman’s life, Take This Waltz presents a woman in an earlier season, with a looming “forever” still ahead of her. But for Polley, time means entropy; enough time goes by and all summertime colors eventually dissolve to winter grey.

Nowhere is this clearer than when Margot takes a scrambler ride. She goes with Daniel, and the high of the music (the Buggles’ “Video Killed the Radio Star”) and kaleidoscopic lights cuts suddenly to a sobering grey room when the lights are flung back on. It’s a jarring end to a euphoric scene, and a visual representation of time as the enemy of all things seductive. It echoes the earlier question posed by Margot’s sister-in-law: how many times can a woman shave before she asks, for whom?