In James Gray's Two Lovers, Leonard (Joaquin Phoenix) is torn between two women, each of whom is right for him, and wrong for him, in different ways. When we meet Leonard, he's jumping into the river in a suicide attempt; he changes his mind at the last minute, struggling to the surface and gasping for air.

It's a scene that tells us much of what we need to know about Leonard: This is a man torn between the desire to end the pain in his life, and the equally strong desire to fight against it. Leonard, we come to learn, was engaged to be married, but when he and his fiancee both tested positive for the gene that carries Tay-Sachs syndrome, her family called off the engagement and she disappeared. Leonard's mother, Ruth (Isabella Rossellini), hovers protectively over her only child, trying to help him move on, while at the same time clinging to him with a fierceness that may not be in his best interest.

Leonard's parents introduce him to Sandra (Vinessa Shaw), the daughter of a wealthy businessman with whom Leonard's father hopes to strike a partnership. The message from Leonard's father is clear: A marriage between Leonard and Sandra would be good for the family business, and Leonard's parents would be thrilled to see their son move on from his failed engagement to a marriage with Sandra, a nice Jewish girl with whom Leonard could produce cute little Jewish grandchildren. At the same time, though, Leonard meets Michelle (Gwyneth Paltrow), a blond, leggy shiksa goddess who's the antithesis of everything Leonard's parents desire for their son in a match.

Michelle is wholly inappropriate for Leonard in other ways as well; she's having an affair with a married lawyer at the law firm she works for, she has a drug problem, and she's essentially an emotional mess. She latches onto Leonard as her "new best friend," while Leonard latches onto her as an escape from the life his parents have planned for him; at the same time, he keeps things going with Sandra, who he knows in many other respects would be a better match.

Where Michelle is a volatile firecracker of mood swings and issues, Sandra is soothingly calm and patient; she loves Leonard in spite of -- perhaps because of -- his problems, and, like so many women who seek out flawed men in the hopes their love might heal them, she wants to care for and protect him, even if she's aware on some level that her feelings for him are not returned.

Gray paints a portrait that rings true to many of us who've struggled through our twenties with figuring out whether inappropriate relationships might be better for us than the safer path. Michelle is bad for Leonard, but how in other ways she's good for him; when he's with her, he breaks out of his shell -- he's funnier, he dances at clubs, she encourages him to pursue photography as more than just a hobby. Sandra, on the other hand, represents everything that's comforting and familiar. A match with her would mean a secure, if mundane, career with her father's business; she's a nice girl who would mother him and care for him, stepping gladly into the role of the mother who's nurtured him all his life.

Phoenix is excellent in this film -- Gray wrote the part of Leonard specifically for him, and he wears the role very well. Leonard's a different kind of character for him, but one he takes on with all the depth he usually brings to his performances. This is the kind of role that Albert Brooks, back in the day, would have turned turn into a hammy portrayal of the neurotic Jewish boy; Phoenix brings a level of subtle emotional complexity to Leonard's struggles.

He's never a caricature, never over-the-top in portraying both the manic and depressive sides of Leonard's psychological struggle. Leonard is sometimes hopeful, sometimes morosely depressed; he clings to the security of his parents and the comfortable familiarity of his relationship with Sandra, while longing for the exotically electric charge he feels with Michelle. In other words, like a lot of us, Leonard's just trying to figure out what he really wants out of life, and whether he can (or should) pursue it.

Gray smartly chose not to cast Sandra as the physical antithesis of Paltrow; Sandra may not think of herself as beautiful, but she is. By casting Shaw in this role, Gray avoids making Leonard choose between the beautiful girl and the ugly one; the choice he has to make is much more about the kind of future he imagines with each of the women, rather than on their physical attributes.

Rossellini is another excellent choice as Leonard's mother. This is a role that could have been a typical portrayal of the hovering Jewish mother (as Gray said in an interview at Cannes, he didn't want Leonard's mother to revolve around "did you pick up your dirty laundry, Leonard?" drolled in a heavy Russian-Jew accent). Ruth loves her son; she doesn't understand his manic-depression, she worries endlessly that the next suicide attempt will be the final one, and she sees the relationship with Sandra as a safe path that will both protect her son and keep him close to her. At the same time, she's torn by the change she sees in Leonard when he's with Michelle, and ultimately, what she wants most is for Leonard to be happy.

Gray knows how to shoot a film in a way that focuses on the inner turmoil of his characters. When Leonard is gloomy, the shots are dark, slowly paced and claustrophobic; when he's in a manic mood, or out clubbing with Michelle, the cuts are faster and vibrantly energetic. The storyline keeps us engaged in Leonard's life and choices; while we can see that his pursuit of Michelle is an exercise in painful futility, Leonard cannot, and so we ache for him in his emotional struggle.

A film like Two Lovers is somewhat of a rarity these days. This isn't the cheesy romantic comedy that Hollywood would make of this script; it's a darker, intellectual, and thoughtful romantic drama about life and love and the choices we make that sometimes compromise both who we are and who we really want to be. Gray's also wickedly smart and has an incredible knowledge of both classic films and literature; Two Lovers was heavily influenced by Dostoevsky's short story "White Nights," and Gray considers Tolstoy's Anna Karenina one of his favorite works of literature. Look closely at the Two Lovers and you'll see, among other cinematic references, a shot that's a homage to a scene from another film that Gray researched while preparing to shoot the film, Alfred Hitchcock's Vertigo.

Gray may never be a highly commercial filmmaker -- much as he's a favorite at Cannes, his films haven't, to date, hit the ball out of the park domestically in the box office -- but he makes films that are thoughtful, evocative, and more true to real human existence than most of the dreck that comes out of Hollywood studios. Here's hoping he keeps making films in his own way.