In ‘May December,’ Natalie Portman undergoes an unsettling transformation

(CNN) — “You don’t dwell on the past?”

The question hangs in the air in a key scene in “May December,” as Julianne Moore and Natalie Portman cut and arrange flowers, sizing each other up. The unnerving, slow-burn Todd Haynes-directed film — hitting Netflix on December 1 after a limited theatrical release — pits the two women against one another in a small coastal town in Georgia that has been racked by scandal.

There’s a meta narrative at play: Portman’s character, the fictional actress Elizabeth Berry, has been sent to shadow Moore’s character, Gracie Atherton-Yoo, in preparation for a movie role. But over the course of the film, her ‘method acting’ and mimicry of Gracie — a wife and mother with a sordid past — sees moral lines begin to blur.

“I know that for me, personally, the past weighs on me — decisions I’ve made or relationships,” Elizabeth continues — seeking to pry out greater insight into Gracie’s life.

“So, you just sit there and you think about your history and your behavior,” Gracie states, skeptically.

“Yeah, sometimes,” Elizabeth replies.

They smile uncomfortably.

The movie-within-a-movie in “May December” is a retelling of Gracie’s life: She served a prison sentence — while pregnant — for raping a 12-year-old boy named Joe, then eventually married and had more children with him once freed. (It’s a scandal based loosely on the real life of Mary Kay Letourneau, a teacher who raped her student in the 1990s and died in 2020.) From the outside, it seems as if Gracie and Joe (played by Charles Melton) have achieved some sense of normalcy two decades later, but Elizabeth spending time with their family, ahead of what she hopes will be a career-defining role, is the lit match on the tinder wood that is their home life.

In the days leading up to the high school graduation ceremony for Gracie’s now-teenaged twins, Elizabeth fans the flames, interviewing the people closest to the family, and both subtly and not-so-subtly begins to imitate her subject. She transforms into her own version of Gracie, adopting her expressions, style and personality, from her flowing white summer dresses to her lisp and low drawl — as well as a sense of becoming a bit unhinged as she begins to get too close for comfort. Is it method acting, or does Elizabeth have her own skeletons?

As “May December” unfolds and Elizabeth’s motives become murkier, it’s clear that no one is the hero. In the film notes, Haynes says the movie explores “one of the great talents of the human species: our colossal refusal to look at ourselves.”

The symbolism of that folly is made literal as Gracie and Elizabeth face a number of mirrors, glancing at or peering into without really looking. That includes a charged scene in which Elizabeth takes notes on Gracie’s choice of makeup, both of them facing the camera-as-mirror. Gracie draws Elizabeth in close to apply lipstick on her directly, casually interrogating the actress as she does. In another, they square off in dark sunglasses, staring each other down through opaque shades.

“May December” is a character study — a “triple portrait,” as Haynes called it, of Gracie, Elizabeth and Joe, who is coming to terms with his own buried emotions as Elizabeth excavates the past. But it’s also a film about the layers of exploitation spinning out from Gracie’s crime to Elizabeth’s acting to our viewership. Elizabeth may be the discomforting voyeur, but we are, too — only without the designer sunglasses.

Add to Queue: Women in film face/off

Watch: “Persona” (1966)
Haynes said in the film notes for “May December” that screenwriter Samy Burch’s script immediately reminded him of this classic, disturbing Swedish psychological drama by Ingrid Bergman. Starring Bibi Andersson and Liv Ullmann, “Persona” is a disorienting, experimental story about duality, in which a nurse cares for a suddenly mute actress in a cottage, but soon begins to confuse her own identity with her patient’s.

Watch: “3 Women” (1977) 
Shelley Duvall, Sissy Spacek and Janice Rule star in this enigmatic Robert Altman-directed film, which he has said came to him in a dream. The women’s personalities seem to swap and merge after they move into the same California apartment building in the desert. Haynes has also pointed to “3 Women” as a reference point for “May December” and how the characters are set against one another.

Watch: “Vertigo” (1958) 
A Hitchcock masterpiece of blurred identities, “Vertigo” follows a former detective (James Stewart) who is hired by a man to follow his wife (Kim Novak) who has been acting strangely and who he fears has been possessed by her late great-grandmother. Soon, the detective becomes entangled in a multilayered, duplicitous saga in which he falls in love with a woman who may or may not exist.

Watch: “Mulholland Drive” (2001) 
David Lynch’s mind-bending noir Los Angeles tale stars Naomi Watts and Laura Harring as two women who meet and set out to solve who Harring’s character, afflicted with amnesia, truly is. Reality is slippery in Lynch’s famed film, which the director originally planned as the pilot of a TV series and intentionally left open to interpretation.

Watch: “Black Swan” (2010) 
Natalie Portman leads this dark Darren Aronofsky film as a ballerina pushed to the brink. Pitted against a mysterious, magnetic newcomer (Mila Kunis) in her ballet company, Portman begins to lose her grip on herself, descending into unreality.

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