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motw logo 1-35Lynn Shelton’s “Outside In” is a delicately rendered, poignant drama about the power of human connection. It centers on Chris (Jay Duplass, who co-wrote the screenplay with Shelton), who’s just spent 20 years in prison after being convicted of a crime that wasn’t really his fault (wrong place, wrong time). Out on parole largely due to the tireless advocacy and research work of his former English teacher, Carol (Edie Falco), Chris returns to a small Pacific Northwest town that welcomes him back but doesn’t really have any idea what to do with him. Continue reading…

outside in posterNor does Chris have much of an idea what to do with himself. He went to jail as a teenager; now he’s a man, but the life he comes back to hasn’t grown up. He relates more to Carol’s teenage daughter, Hildy (Kaitlyn Dever), than to people his own age. And it doesn’t help that his brother, Ted (Ben Schwartz), and their friends still party like kids on the weekends, apparently satisfied to keep repeating the same routine in the same dingy houses.

The only thing that keeps Chris afloat is his friendship with Carol; she was his lifeline in jail, and now she’s the only person he can open up to and be himself with. Not at all surprisingly, he declares his love for her, which initially throws her for a loop. She has a job, a daughter, a husband; she can’t put those things at risk. Or can she? Because her job isn’t exactly fulfilling, her daughter doesn’t really talk to her, and her husband certainly doesn’t appreciate her. Falco’s performance as Carol is excellent; she’s wholly believable as a woman who thinks her entire life is mapped out and then suddenly realizes that she has possibilities and potential before her after all.

The beauty of “Outside In” is that it’s as much Carol’s story as Chris’s. Both of them have been stuck in holding patterns for far too long; they need each other to spark change and growth. Where that growth will take them remains to be seen. But with a tone reminiscent of “All the Real Girls,” Shelton’s disarming, moving character study makes you root for both of them to find a path to happiness. — Betsy Bozdech

Team #MOTW’s comments:

Nikki Baughan: For her first feature in four years, filmmaker Lynne Shelton (Humpday, Your Sister’s Sister) turns in a bittersweet exploration of time lost, opportunities missed and the redemptive power of human connection. Co-writing with star Jay Duplass, who takes the central role of ex-con Chris, struggling to readjust to life in his small home town of Granite Falls, Washington, after 20 year in prison for a crime he didn’t commit, Shelton has created a film that finds dramatic power and emotional resonance in the smallest, most seemingly mundane of moments. Read Full review.

MaryAnn Johanson Lynn Shelton’s beautiful portrait of new beginnings is terrific for one side of its story, that of ex-con Chris struggling readapt to life after prison — this isn’t something we often see covered onscreen. But I love the quiet feminism of the story’s other half, that of Carol, Chris’s former high-school teacher who was instrumental in securing his release. Her rediscovery of passion for life and work just as her lump of a husband is melting into his easy chair for the rest of his days is a transition that many women go through, and one that is even less represented onscreen. And it’s tenderly and wisely handled.

Marilyn Ferdinand: Lynn Shelton is a screenwriter and director whose fine-tuned sensibility to the mysteries of the human heart is the gift that keeps on giving. Her latest effort, Outside In, is simplicity itself, yet so far-ranging in its exploration of what it means to be alive that it almost feels like a mission to an unknown world. The film takes place in the lumbering town of Granite City, Wash., where 37-year-old Chris (Jay DuPlass) tries to adjust to life after 20 years in prison for being part of a robbery in which a person was killed. He is in love with his former English teacher, Carol (Edie Falco), who helped win his release as part of a program aimed at ending mandatory minimum sentences. The connection between these two characters, the way they kept each other going, centers this film about what we want out of life and how we discover what we are truly capable of doing. The hardships both Chris and Carol face as they try to figure things out in unpromising circumstances for them both—Carol’s decaying marriage and Chris’s bleak prospects as an ex-con in a small, economically depressed town—are a lesson to us all that nobody who stays awake to their humanity should ever be written off. Outside In is a beautiful film, inside and out.

Nell Minow:: Edie Falco gives her most vulnerable and nuanced performance in “Outside In,” as a woman who is deeply conflicted about her emotional attachment to a former student who has just been released after twenty years in prison. As she navigates the complications of their relationship once they are no longer separated, and the complications of her relationship to her teenage daughter (the terrific Kaitlyn Dever of “Short Term 12”), Falco is always completely honest and present in each moment. Her ability to show us her character’s ambivalence as she struggles to hold onto what she thinks she ought to be as what she really wants is harder and harder to ignore is in every way the heart of the film.

Jennifer Merin Lynn Shelton’s Outside In is a beautifully told tale of attraction between a school teacher (Edie Falco) and her now adult student (Jay Duplass), recently released on parole after spending twenty years in jail for a crime he did not willingly commit. During his incarceration, his beloved teacher was his only support, giving him spirit-saving attention that often left her teenage daughter (Kaitlyn Dever) and husband feeling neglected. Student and teacher reconnect in person in a way that challenges them both to the core, and redefines our understanding of how deep seated human need isn’t always served best within the confines of conventional behavior. As director, Shelton, who co-wrote the script with Duplass, guides Falco, Duplass and Dever to stellar performances of honest vulnerability. Shelton and ensemble capture all the nuances of this unpredictable and sometimes dangerous liaison between two admirable people who are trying their very best to do the right thing.

Sandie Angulo Chen: In director Lynn Shelton’s poignant new drama Outside In, Carol (Edie Falco) wants more and Chris (Jay Duplass) wants Carol. She’s a high-school English teacher in a small town who worked tirelessly to help her former student Chris, who was sent to prison at 18 for essentially taking the blame for a murder he didn’t commit. After 20 years in prison, the earnest Chris, now an ex-con with few prospects, is stuck in a state of arrested development. But he knows one thing: he loves Carol, the one person from town who really cared for him (even his own brother never visited or called). Things for Carol are complicated: she’s also stuck – in a passion-less marriage – and parenting a somewhat rebellious and withholding teen daughter (Kaitlyn Dever). The two lead performances are remarkably nuanced and award-worthy, and the supporting actors are equally as impressive. Shelton’s films are usually more comedic, but this one’s bittersweet but hopeful tone works quite beautifully.

Kristen Page Kirby: Whenever a man says “you feel the same way that I do! I know it!” to a woman one can safely assume that, no, she does not. That’s just one example of the problematic relationships Chris (Jay Duplass), released from prison after 20 years, has with women. His problems, though, are easily explained. After disappearing from society at large, with his only consistent contact being with his former teacher Carol (Edie Falco), it makes sense that the only women he can at all relate to are Carol and her teenage daughter Hildy (Kaitlyn Dever). Carol is the woman he knows the best and looks up to; Hildy is the one he can best relate to, since for all intents and purposes she is the social age that he is. Director and co-writer (with Duplass) Lynn Shelton stands back, letting Duplass’s performance anchor the unmoored Chris as he navigates an unfamiliar world, grasping for a woman — any woman — who might guide him along the way.

Esther Iverem: Lynn Shelton’s “Outside In” deftly explores the life of a returning citizen to a small town.. It is gripping, with brilliant performances and displays of human frailty, claustrophobia, desperate love and the power of need. Bravo to Edie Falco and Jay Duplass.

Cate Marquis Edie Falco is outstanding in this film, creating a memorable character of remarkable warmth and solid values. She also paints a heart-breaking portrait of a woman coping with her failing marriage and unsure how to re-connect with her teen-aged daughter. Also strong is Kaitlyn Dever as daughter Hildy, resentful of her mother for the time devoted to Chris yet also finding her own connection with him. Jay Duplass gives a fine and restrained performance as Chris. Sentenced to prison as he was moving from adolescence to adulthood, he is now a 40-year-old man in a kind of limbo between the two, and struggling to adjust to a world of smart phones and greatly changed culture, to find the best path to his new life. As Chris finds his footing, so do Carol and Hildy. Read full review.

Anne Brodie: Lynn Shelton’s sobering look at a young man struggling to survive following twenty years in prison is full of compassion. She nevers opts for the sentimental, judgmental or strident notes. Chris’ (Jay Duplass) despair is real. He was a good kid, convicted for a crime for which he was not responsible. In prison, he lost his youth and was used. His family turned against him for cruelly selfish reasons. Now, he doesn’t fit in anywhere. He’s confused by cell phones and the concept of texting, and his clothes, clearly cut twenty years earlier, mark him as an outsider. No one will hire an ex-con – what kind of future can he have? His only friend is his former high school teacher, Mrs. Beasley (Edie Falco), who worked for years to have him released from prison, sometimes neglecting her family to do so. They’ve become beat friends. But the situation between them isn’t quite right. Chris is understandably in love with Mrs. Beasley. He sees her goodness, feels her devotion to him and desires her. She is emotionally attached and physically attracted to him, but she’s committed to her marriage. In Chris, Duplass creates a memorable and imperfect character with depth and reasonable resentment, sinking into despair in quiet, lonely moments, and rising to small triumphs while he is happily biking around the woods with Mrs. Beasley’s teenage daughter (Kaitlyn Dever) and finally speaking his truth. With her light and gentle touch, Shelton captures the dance without fuss and gives shape to Duplass’ remarkable performance.


Title: Outside In

Directors: Lynn Shelton

Principal Cast: Edie Falco, Jay Duplass, Kaitlyn Dever

Release Date: March 30, 2018

Running Time: 109 minutes

Language: English

Screenwriter: Lynn Shelton and Jay Duplass

Distribution Company: The Orchard


AWFJ Movie of the Week Panel Members: Sandie Angulo Chen, Nikki Baughan, Anne Brodie, Betsy Bozdech, Marilyn Ferinand, Cynthia Fuchs, Pam Grady, Esther Iverem, MaryAnn Johanson, Cate Marquis, Jennifer Merin, Nell Minow, Kristen Page-Kirby, Moira Sullivan, Susan Wloszczyna, Jeanne Wolf

Previous #MOTW Selections

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Edited by Jennifer Merin

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Jennifer Merin

Jennifer Merin is the Film Critic for Womens eNews and contributes the CINEMA CITIZEN blog for and is managing editor for Women on Film, the online magazine of the Alliance of Women Film Journalists, of which she is President. She has served as a regular critic and film-related interviewer for The New York Press and She has written about entertainment for USA Today, The L.A. Times, US Magazine, Ms. Magazine, Endless Vacation Magazine, Daily News, New York Post, SoHo News and other publications. After receiving her MFA from Tisch School of the Arts (Grad Acting), Jennifer performed at the O'Neill Theater Center's Playwrights Conference, Long Wharf Theater, American Place Theatre and LaMamma, where she worked with renown Japanese director, Shuji Terayama. She subsequently joined Terayama's theater company in Tokyo, where she also acted in films. Her journalism career began when she was asked to write about Terayama for The Drama Review. She became a regular contributor to the Christian Science Monitor after writing an article about Marketta Kimbrell's Theater For The Forgotten, with which she was performing at the time. She was an O'Neill Theater Center National Critics' Institute Fellow, and then became the institute's Coordinator. While teaching at the Universities of Wisconsin and Rhode Island, she wrote "A Directory of Festivals of Theater, Dance and Folklore Around the World," published by the International Theater Institute. Denmark's Odin Teatret's director, Eugenio Barba, wrote his manifesto in the form of a letter to "Dear Jennifer Merin," which has been published around the world, in languages as diverse as Farsi and Romanian. Jennifer's culturally-oriented travel column began in the LA Times in 1984, then moved to The Associated Press, LA Times Syndicate, Tribune Media, Creators Syndicate and (currently) Arcamax Publishing. She's been news writer/editor for ABC Radio Networks, on-air reporter for NBC, CBS Radio and, currently, for Westwood One's America In the Morning. She is a member of the Critics Choice Association in the Film, Documentary and TV branches and a voting member of the Black Reel Awards. For her AWFJ archive, type "Jennifer Merin" in the Search Box (upper right corner of screen).