Midlothia, competing here at AFI Dallas in both the Texas and audience favorite competitions, played last night to a packed theater. The structure of the film is simple: four twenty-somethings, living in the small town of Midlothia, find their lifelong friendship rapidly imploding in the midst of the decision of one of them to leave town. The structure is so pure and dialogue-based, in fact, that about a third of the way through the film I found myself thinking, "This would make a really great play." Surprise, surprise, in the Q&A I found out that the screenplay was, in fact, adapted from the stage play Pluck the Day by Stephen Walters.

Writer/director Bill Sebastian also plays Fred, a troubled young man with an ex-fiancee, a serious drinking problem, some anger management issues -- and a deep desire to atone for the past and be a better person in this future. Fred's mother is dead, his dad is in prison, and he hates his brother, Ted (Randall Scot). Fred, who is about to leave town for good, lives with Bill (Eric Reeves), who is clearly way too smart to be living in this small Texas town. Their friend Duck (James Thomas Gilbert) has his own house, complete with wife Darcy and two little kids, but he's a lost soul, spending most of his time at Fred and Bill's, drinking his way through the day. The final member of the quartet is April (Jessica McClendon -- and I'd like to see more of her especially, so indie directors, take note of her performance), Fred's ex-fiancee; when we first meet April she is baking a cake and crying.

Things kick into gear when Fred wakes up in the field where he passed out drunk the night before and stumbles towards home, drinking from a half-empty bottle. While Fred is making his way, April stops by the house with the cake she'd baked for Fred as a going-away gift. Shortly after April leaves, Fred arrives and reveals to Bill and Duck that he had a vision while passed out drunk in the field, and saw with great clarity that he needs to marry April after all. I can't say much more without giving too much of the film away, but suffice it to say that revelations are made, friendships shift and change forever, and by the end of the film, one of the friends will be on a bus out of town, heading to a new life.

There's a bit of exposition to set things up in the opening scene that's not quite as subtle as one might like, but once we get past that mildly awkward set-up, Sebastian does a good job of not talking down to his audience. Scripts that spell everything out, as if the viewer isn't capable of making the intellectual trek from Point A to Point B without a roadmap and compass, are nothing but annoying, but Sebastian deftly avoids that trap for most of the film. The script also finely walks the line between giving us enough information about these characters to feel something about what we're watching unfold, while leaving enough room for us to fill in the blanks on our own and imagine why this or that might have happened.

An example of this is the relationship between Fred and his brother, and Fred and his father. We know the brothers don't like each other, we know their father is in jail and their mother is dead, that Ted goes to visit Dad in prison and Fred does not, but that's really all we know. Sebastian doesn't fall into the frequent filmmaker trap of needing to spill all his backstory on the screen, which makes for a much more interesting journey.

The production design perfectly evokes the sense of desolation and isolation of this small town; this is the kind of place where everyone knows everyone else, but a broader world view is harder to come by, where everyone thinks they know everything about everyone else, but everyone has a secret. When we learn that Bill had a near-perfect score on his SATs and has a genius IQ, we can't help but wonder why on earth he would want to live in this rundown house on a dirt road, why he went to the local community college when scholarship opportunities at prestigious universities beckoned. We do, eventually, come to understand the whys and wherefores of this, but the answer isn't quite what we might have expected when we first met him.

The relationships between the characters are intricately drawn, and whether it came from the source material or the adaptation, or some combination of the two, their interactions ring very true -- the loyalties, the love and hate, the betrayals, the intensity of feeling of people who have known each other all their lives, are right there on screen, and you don't feel as though you're watching people act out these lives, you feel like a spectator watching this little drama unfold. Sebastian has a number of short films under his belt, including Robots Are Blue, which is also showing at the fest, and that experience shows in this film. With Midlothia, Sebastian has shown that you don't need a huge budget or special effects to make a compelling film; all you need is interesting characters, an intriguing premise and a solid script, and he's worked well within his parameters and budget to create a nice little gem of an indie film.