A major reason that Manchester by the Sea (2016) felt like somewhat of a letdown to me was that it appeared that writer and director Kenneth Lonergan was borrowing heavily from his first film, You Can Count on Me (2000), while leaving out its strong female character that anchored the narrative. And what looks effortless in You Can Count on Me comes across as more labored in Manchester by the Sea. That to me suggests it became, at the very least, a challenge to improve upon the original.

Watching now, You Can Count on Me feels like a singular achievement, whereas, at the time, I thought it would have been a trend setter. It turns out, however, that it’s not that easy to have a well-balanced cast, starring a female actor in her prime alongside a male actor in an early role, who turns in a stunning performance.

From the start, Lonergan trusts that we don’t require being led by the hand. The first scene shows us a fatal car accident then cuts to a teenager, being told by a policeman that the parents of the kids she is babysitting are dead. There’s no need to tell us that was the night that everything changed for Sammy and Terry.

We move forward sixteen years. Sammy (Laura Linney), now twenty-seven, lives in the family house, in a small town in the Catskills, with her eight-year-old son, Rudy (Rory Culkin). The father is absent. She is a lending officer at the local bank.

Two problems arise, one after the other. Sammy’s new boss, Brian (Matthew Broderick), is unhappy with her leaving in the mid-afternoons to pick up Rudy from school and take him to the babysitter’s house. He requests that she make alternate plans. Then she finds out that Rudy, for a school assignment, is writing a story about his father. After reading it, she is visibly upset, because his fantasizing about his father means sooner or later that she will have to give him her less-than-flattering opinion of him.

She gets a letter from Terry (Mark Ruffalo), now twenty-five, informing her that he’ll be in town to spend a few days. We get a glimpse of his life in Worcester, and it’s not pretty. Dressed like an overgrown teenager, he’s leaving to escape a busted relationship with Sheila, just eighteen.

He arrives, and Sammy’s concern about him explodes into anger when he is forced to explain why he hadn’t written in a while: he did a few months’ time in Florida for a bar fight he says he didn’t instigate. He phones Sheila, as promised, only to find out that she’s attempted suicide. Realizing he’ll have to postpone his return trip, he takes the money he borrowed from his sister—the purpose for the trip—and mails it to Sheila.

With Terry at home, Sammy enlists him with picking up Rudy after school. But he instead takes him to a construction site, where he is doing part-time work. Terry is trying to get Rudy out of being sheltered by Sammy. Some great comic set pieces unfold, such as Terry sneaking out with Rudy to teach him how to play barroom pool, getting back to the house just moments before Sammy.

But the loss of their parents weighs on both Sammy and Terry. Appearing to play opposing roles, Sammy, the homemaker, Terry, the drifter, they have strikingly similar body language, pulling themselves inwards as a means of protection. At the dinner table one evening, Terry tells Rudy that Sammy was wilder than he was. He may have a point: to escape a marriage proposal from a well-meaning, but clueless guy, Terry starts sleeping with her boss, who seems rather too eager (Broderick slyly draws attention to his character’s fecklessness) to cheat on his pregnant wife.

And the way each navigate through life, Sammy with a hyper awareness, Terry, with an easy charm (that would more than hint at Ruffalo’s future star power), can’t help but create tension when they’re together. If Terry sees Sammy as afraid to leave home, then Sammy regards Terry as a threat to the home she’s built for her and Rudy.

Sadly, Sammy is right. Terry does something, in keeping with his character, that is wholly irresponsible. He takes Rudy to see his father. After his father flatly rejects him, a minor brawl breaks out between Terry and Rudy’s father. No real harm is done, for the police man (who appears in the opening scene) is a family friend, and fixes things.

But the breaking point has been reached. In a fiery speech that helps to illustrate why Linney was nominated for an Academy Award for Best Actress, she tells Terry that she’s through with his outlandish acts performed for her son’s benefit: “He’s going to find out the world is a horrible place and that people suck soon enough, and without any help from you.”

Packing his things to go, Terry confides in Rudy that he was ready to admit his mistake, but he couldn’t carry through with it. We needn’t read more into this moment, however, because the look on Terry’s face says it all: he’s through as well.

Rudy is caught in the middle, having to endure both Sammy and Terry’s attempt to defend their positions–which really lets the negativity loose that was building from the start, each blaming the other for causing Terry’s departure.

Predictably, Terry shows up late to make his final goodbyes. The awkwardness with which he says goodbye to Rudy indicates this farewell is one that he hasn’t rehearsed, and signals he’s emotionally on edge.

Rudy then leaves for school. Without their go-between, Sammy and Terry finally have to face each other. Whatever doubts Terry has about himself, about his leaving, he tries to hide. Sammy, in her usually uncomfortable way, breaks down to get a reaction out of him. He runs through the usual routine: he’ll keep in touch, he’ll see them at Christmas–he can be trusted, he says, to make good on these future promises.

It’s not enough to stop Sammy’s tears. So he says, unaware of the mounting assurance in his own voice, “Remember when we were kids, remember what we always used to say to each other?” There’s no need for him to say it, because they both know what was said, and, if we’ve been paying attention (or at least remember the title of the film), we know it too.

Even in this moment of partial resolution, a trap door opens: Sammy and Terry care about each other, but what really counts is how they care about each other, and that’s the sticking point. It’s a final impasse that sums up how the film–which was nominated for Best Original Screenplay–is a collection of small dramatic moments that transport Sammy and Terry’s feelings from past to present, and back again, suggesting that their future is stuck somewhere in between.