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Widows is what happens when a bunch of prestige artists make a movie they are way too good for. It’s directed by Steve McQueen (12 Years a Slave), written by McQueen and Gillian Flynn (Gone Girl), and sports a cast that includes Viola Davis, Liam Neeson, and Robert Duvall. With a different cast and crew, Widows would have been a satisfying little B-movie, but in these capable hands, it approaches high art.

In the seat-rattling open sequence, Harry Rawlings (Neeson) leads his team of professional criminals on a robbery that goes wrong, killing all involved and incinerating the $2 million loot. Shortly after the funeral, his widow, Veronica (Davis), is visited by Jamal Manning (Brian Tyree Henry), the crime lord from whom Harry was stealing. He informs her that he’s holding her responsible for the missing cash, so after discovering her late husband’s plans for his next job, Veronica recruits the other grieving wives to complete the job and earn their freedom.

It’s an irresistible hook for our era. In most crime films, women exist only to get smacked around and cry at funerals. Widows takes care of that in the first few minutes. The rest of the film is a deep exploration of characters who have been historically marginalized by the genre. In doing so, it also gives its female stars a showcase. Viola Davis, so adept at depicting restrained emotion in The Help and Fences, is captivating as a woman trapped by both circumstance and grief. Her recruits—a single mother (Michelle Rodriguez) and a naïve twenty-some- thing (Elizabeth Debicki)—each are awarded rich inner lives and meaty subplots.

The script’s humanistic bent means that even its villains are viewed with empathy. This produces some nifty complications. Jamal is far from a personification of evil (although his henchman, played with chilling fury by Daniel Kaluuya, comes close). Instead, he is a candidate for local alderman trying to go legitimate and escape the danger of his criminal life. His opponent is Jack Mulligan (Colin Farrell), a sleazy politician burdened by the legacy of his father, a Chicago political legend. Since the film keeps the details of its heist a secret for the first hour, I won’t spoil the ways Mulligan figures into the plan, but it’s not simple. Like most noir films, Widows populates its story with thugs, hookers, and crooked politicians. Unlike nearly all, it refuses to stop its inquiry at the archetype.

It’s a smart script, but the most credit should go to the director, whose artistry elevates Widows from a plot-driven heist movie to an emotional character study. McQueen is the right person for the job. In his previous works, 12 Years a Slave and Shame, he employed long, unbroken close-ups on the faces of his characters as they endure acute physical pain. He employs the same technique here, except the pain is emotional. It raises the stakes of the heist, never letting us forget the grief—for their husbands, specifically, and the broader challenges of being a woman in a hard world, more generally—that is driving their risky actions.

There is no island paradise in these characters’ future. No time to gaze at a fountain and reflect on their fun. The heist will only allow them to survive, not thrive. Widows is ultimately a story of female empowerment, but, through its sensitive vision and careful technique, it never lets us forget the wounds that come with the victory. 

Widows opens Friday at theaters everywhere.