Michael (Mark Duplass) sits in a doctor’s office listening to his diagnosis. Andy (Ray Romano) stands at his side. They’re friends, of a sort, though their go-to descriptor for the relationship is “neighbor.” As Andy tries to wrap his head around Michael’s diagnosis—cancer, most likely of the terminal variety—he stammers. Flustered, he tries to get a straight answer out of the doctor, who has nothing to offer.

Then, Michael and Andy go about their regular day. They play a racquetball variation called “Paddleton.” They watch the same kung-fu movies on VHS. They do puzzles together. They say little and share a lot.

Paddleton takes the very serious subject of mortality, and it doesn’t belabor it. It makes the drama not about a death sentence but about the appreciation of friendship. It creates levity out of the simplicity of its premise, and then allows the inherent drama to emerge organically.

What results is, thankfully, not melodrama; it is something more earnest than that. It is awkward and funny and heartfelt. And its ultimate exploration of the minutiae of death is unexpectedly satisfying, towing the line between the bittersweet comedy and the emotional inevitability expertly well.

This is a credit to Duplass and Romano. They begin the film as an odd pairing, and the script acknowledges the obvious jokes on the surface of their relationship. While these asides don’t feel pertinent to the story, they appear to be introduced solely so they can be brushed over. And brushing over them allows the script to properly get to the heart of their friendship in the film’s second half.

And this second half is where the two acting leads truly shine. Romano, in particular, puts a lot of heart into his understated performance. Some of his character’s quirks are perhaps too loud for what he is doing with the performance, but he controls them well enough.

The emotional power of the film comes in the form of a couple key scenes. One takes place in a bar. Another on a kitchen floor. Another standing next to a tree branch. Uninspiring places inspiring exquisite conversations about what connects people and why. These conversations are prompted by dangling causes, which are admittedly introduced clumsily in the first half of the film. Regardless, most of them resolve in satisfying fashion.

The revelations of Paddleton are not earth-shattering, but they are poignant in their quiet way. What begins as unassuming dramedy morphs into something more ambitious, and, as a result, the film sneaks up on you. It might take some patience; you will need to allow the film to mosey a bit for it to find its way, for it to resonate on a wavelength you can attach to. But once this happens, Paddleton will surprise you.

Paddleton: B

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—Alex Brannan (@TheAlexBrannan)