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"Me Without You" peers inside a friendship, exposing all the beauty along with all the warts. The film traces two young girls as they grow from giggly adolescence into interesting, though diametrically opposed, young adults.

Michelle Wiliams, best known for her starring role in the teen angst-ridden TV show, "Dawson's Creek," tries on an English accent and trades her silky blonde tresses in for a musty brown coloring to portray the intelligent, introspective, Holly. Anna Friel co-stars as her best friend, Marina, a self-assured wild child who has the more aggressive personality of the two.

As children, Holly and Marina vow to be best friends forever. They share every emotional experience while standing at each other's side, and in some cases, with Marina blocking Holly's growth toward independence. They go through the normal pains of growing up - learning about sex, love, and heartbreak - with each other for support.

As they grow, Holly's intelligence lends itself toward college and social causes. Marina, on the other hand, is too self-absorbed and narcissistic to care about others, unless she can use or manipulate them to her satisfaction. When Holly's love for Marina's brother, Nat, threatens Marina's world, her vindictive personality emerges full strength. Doing everything in her power to make Holly miserable, Marina squishes any chance Holly and Nat may have for happiness. All of Marina's actions take place under the veil of friendship, and Holly's psyche suffers tremendously at the hands of her so-called friend.

Holly and Marina's friendship is put to many tests, and it's ultimately up to Holly to decide what's important, what's expendable, and which path her life should follow.

Director Sandra Goldbacher has always wanted to make a film about, as she puts it, "the complicatedness of women's friendship." In "Me Without You," she captures the best and the worst of friendship between one special set of female friends. The film is moving, unyielding in its blunt portrayal of a two girls growing into two distinct women.

"Me Without You" tells a story that's not often portrayed on film. Refreshing in its originality, it's also disturbing in its honesty. Definitely not for everyone, "Me Without You" is an entrancing film that will linger in your thoughts after the credits have rolled.

Overall Grade: B

"Me Without You" is rated R for language and sex.