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With his first feature, Welcome to the Dollhouse, Todd Solondz proved himself a nervous gambler, stacking the deck against his woebegone prepubescent heroine, Dawn Wiener, hedging his bets against any character’s sympathy heading her way, and generally fixing the game so that Dawn would lose and the audience would be left feeling pity and superiority. But with Happiness, all trace of bettor’s tremor is gone; Solondz looks unblinkingly into the hearts of Americans and recounts what he sees with clarity and tenderness. It is as sure a piece of moviemaking as Orson Welles ever made, and it tells the truth with every frame.

For the three sisters at the center of this spiral of thwarted desires, happiness is a plausible goal, but as they seek it, they touch off a string of fuses in others for whom happiness is gratification, an explosive domino reaction of muffled violence and sexual domination. Chirpy Trish Maplewood (Cynthia Stevenson) thinks her suburban home and nuclear family make her happy, but doesn’t know that her outwardly pleasant though zombielike shrink husband, Bill (Dylan Baker), harbors fantasies of mass murder and pedophilia. The hard-boiled fraud poet Helen (Lara Flynn Boyle) lives in New Jersey as an ironic gesture and dreams of the knight who’ll get rough with his armor. The two women feel patronizing pity for the optimistic, birdlike Joy (Jane Adams)—”Joy’s not like me,” Trish tells Helen in a breathtaking gesture of condescension and un-self-awareness. “She doesn’t have it all.”

Joy doesn’t have anything. She loses jobs, dates, and the melodies of the awful, heartfelt folk songs she writes in her spare time. Like Dollhouse’s Dawn, Joy doesn’t deserve the misery life routinely hands out to her, but unlike Dawn, Joy’s crap existence is plausible—she’s not a little girl illogically put upon by a cruel world, but a grown woman whose idealism has made her careless, and whose wan indecision has rendered her horribly vulnerable. In the opening scene, she gently lets go of a man she’s been dating (Jon Lovitz), with all the words of kindness she doesn’t recognize as softening lies, only to be flattened by the man’s blistering, vituperative outburst.

Whenever Joy is on the brink of something good, it is snatched away, her hopes punished; this roundelay of optimism and cruelty is as funny as it is shocking. Her vague desires are formed by saccharine pop promises—she’s wooed into bed by a glaringly untrustworthy Russian cab driver when he picks up her guitar (which he promptly steals) and sings “You Light Up My Life.” The music of Air Supply is the soundtrack to the sisters’ romantic dreams, and it’s both touching and pathetic that they respond reflexively to the most banal versions of ardor.

The game of effort met with vicious disappointment is one all the characters, all of whom intersect in some way, are forced to play. Bill Maplewood snoozes in his office while a client (Philip Seymour Hoffman) spits out sadistic sexual fantasies of his neighbor, who turns out to be Helen. The sweaty, angry nerd also vents his anger in obscene phone calls (one of which reaches the clueless Joy), but he is hassled, as well, by the desperate attentions of Kristina (Camryn Manheim), an overweight sad sack with murderous secrets of her own. Bill sees a shrink as a cure for his raging desire for young boys and his visions of violent rampage, but his son’s frank questions only inflame him, leading up to the shocking set piece in which Bill drugs his family in order to rape a fawnlike sleepover guest.

As the characters’ hopes are crushed, their quests grow in intensity; the film is like a roller coaster that clicks ominously upward in preparation for the wrenching plunge. The people in Happiness virtually burn with longing for sexual gratification, which they mistake for love, and vice versa. But Happiness is no horror show—its truths are as banal as the characters’ outward lives, and the comic grotesqueness of the film’s situations are touchingly recognizable. In this Darwinian world of natural romantic selection, the three frail sisters look particularly unadapted for survival, but Solondz argues that no species of human is stronger than another, and no desire, however horrible or noble, is more attainable than most.

The danger in telling a story about a modern-day kid swooning to the hard talk and dashing iconography of the Nazis is that it’s too easy to fetishize the attraction by way of demonstrating what it is the kid’s attracted to. Solidly directed but too wan to be truly scary, Apt Pupil manages to secure evidence of high school student Todd Bowden’s (Brad Renfro) obsession without exploiting it or him. After all, the story is Stephen King’s, and King knows exactly how the Holocaust functions for the contemporary American marginally less gullible than teenage Todd—it’s a horror story. Apt Pupil shows how that particular hand of doom thrusts up from the graveyard dirt again and again.

Todd is interested not in Nazi ideology—that’s for skinhead poseurs—but in the surge of power that comes from giving oneself total permission. With the German efficiency he so admires, he puts together a file on a local senior citizen, Arthur Denker (Ian McKellen), formerly Kurt Dussander, one of the most brutal and notorious camp guards of the Holocaust. Blackmailing the old man, Todd infiltrates his life, and together they form a sort of friendship, riddled with suspicion and contempt, held together by fear and the titillating sense of power they share.

The two trade victim status at a dizzying rate, but the younger, stronger one prevails even as a sleeping giant is waking in the old man. Todd is a scary little kid, whose eyes glaze over when Arthur acts like a human being—charming the boy’s parents at dinner with his courtly manners and funny stories, seated tellingly under a Bowden family death trophy: the mounted head of a white-tailed buck. As Arthur fills the kid’s head with nightmarish memories and specific techniques, Todd loses interest in schoolwork, girls, and his normal-guy best friend (Joshua Jackson). Separately, Todd and Arthur toy with animals’ lives, and when a stray cat escapes Arthur’s home incinerator, fate throws a friendly homeless drunk in his path to take its place. A heavy drinker and unapologetic smoker, Arthur suffers a heart attack in the middle of reliving former glories, so he calls on Todd to help him finish off the bum.

Like any bracing modern horror story, Apt Pupil doesn’t pull its punches and doesn’t mess around with the supernatural; Todd the everykid with a head full of maggots is incapable of redemption, a monster as a matter of choice. The story doesn’t linger over sociology—how oppression makes the citizen vulnerable to horrors, or how the oppressors learn to disengage their humanity. Todd chooses Arthur for a teacher because the Holocaust story holds no nuance for him—the Nazi atrocities are revealed to him as sensation, not history. When Arthur tells his stories, Todd asks the flip side of the eternal question: not “Why?” but “How did it feel?”CP