Free-spirited 15 year old Connie Wyatt (Laura Dern) is too young to drive. Her aimless rebellious ways frustrates her mother (Mary Kay Place). She's at the mall with her friends, Jill and Laura, flirting with boys when she spots Arnold Friend (Treat Williams),an older man in a convertible.

Treat Williams has good creepiness. It's too bad that he doesn't get his scene until after almost an hour. He should start a lot sooner. The movie meanders around for an hour like Connie's aimless journey. It's fine if the movie is about the three girlfriends. They could have conflicting agendas. The whole point of this movie is suppose to be the smooth talking Friend. It should let him get in earlier. He is first spotted at 20 minutes and if his scene happens relatively quickly after that, this could be a great horror or thriller. Mostly, this is a low level meandering teen drama. It goes off into Blue Velvet territory for about ten minutes and then abruptly returns to its low level teen drama roots. The abrupt ending is oddly happy ending which does not fit the tone of Treat.

A story of a teen ager edging into maturity. Laura Dern is idiosyncratically beautiful as the 15-year old. She's long legged, deeply tanned, has flowing blond hair that sets off her dark brows and lashes. The problem is that she IS only fifteen. Another year, one way or the other, would be a misjudgment for the writers of this film. Fifteen is just right, half way between ten and twenty, a liminal age.

She's uncertain about how to behave. The Generalized Other keeps telling her that she looks as good as she in fact does, but like most adolescents she's absorbed by the issue. She smiles into the mirror and asks, "How do I look?" a dozen times.

Her days consist of fibbing to her parents (Levon Helm and Mary Kay Place in one of her best performances) -- portrayed as fairly reasonable folk here. Dern hasn't been at the movies as she claims. Instead she's been hanging around the mall, squealing with delight and disturbing the shops with her two or three girl friends. There are times when, gulp, she hangs at a HAMBURGER JOINT and gossips.

She's wary with the several boys who come on to her. "Just not used to being excited," she tells one of them after a bout of necking. At home, things are also at a tipping point. Her sister isn't nearly as glamorous and is jealous, though not bitter. Her Dad is marginal to the family, a nice guy with a vapid smile. Her Mom, Mary Kay Place, is an ordinary mother trying to keep house and trying to enlist Dern's help in household chores such as painting the house and doing the dishes, but Dern is snotty and defiant.

About two thirds of the way through I was about to offer my assistance as a family counselor. I know nothing about the subject, but like everyone else I've been through the Sturm und Drang of adolescence while trying to establish an identity outside the family.

But then a queer thing happens. A convertible pulls up in front of the family farm house while Laura Dern is alone. She's dressed in a sexy but chaste white outfit. The young man behind the wheel, Treat Williams, looks like a parody of dangerous youth left over from the 1950s. He wears aviator shades, his tight, already short-sleeved shirt has its sleeves rolled up to his triceps, exposing half a tattoo. The shirt is unbuttoned to his sternum. His dungarees are dusty and so are his boots.

This is a smooth-talking guy. He is a stranger to her but knows everything about Dern, her family, and her friends. I can't tell whether he's seductive or not. He didn't turn me on. But I can tell that his character is SUPPOSED to be. He's mysterious and a little dangerous. His technique is the same as Charlie Manson's -- I KNOW what you're feeling. He tempts Dern, talks her into taking a drive in his long, shiny, phallic beast. She goes reluctantly. There is a pan of the empty convertible parked in the mountains, leaving the viewer with no more than a suspicion of where the pair are or what they're up to. When they pull back into Dern's driveway, she tells him, with genuine determination, that she doesn't want to see him around here -- ever again. He smiles, says, "Hey, nothing happened", and the mean machine scootches off. Dern walks into the house where she finds her family just returned from the picnic. Now she's polite and forgiving to all of them. In the last scene, Dern dances with her homely sister and they chuckle together.

It was during that last scene when I noticed that Dern's bedroom wall was decorated with a rather sizable poster of James Dean. This raises a host of questions, which can be boiled down to just one. Was this episode with the mysterious Treat real or fantasized? Answer: I don't know.

Obviously the Treat character serves a symbolic purpose. Her family nudges her towards ordinary respectability, but Treat demonstrates the joys of misbehavior. She faced with a choice. And in the end, she chooses her family and accepts responsibility. It's easy to visualize Dern's future. She grows up to be a stewardess with hopes of marrying an airline pilot.

What luscious photography. What apple orchards. What a neat farm house with a sloppily lived-in appearance. It's hard to imagine how the performances could be improved upon, except for Levon Helm who smiles all the time as if playing a "nice guy" for an audience. And, as I say, I couldn't get with Treat Williams as a character and so only barely with his acting. Maybe it's not his problem. How do you play a stereotype convincingly? Overall, though, this is a smooth-flowing movie that doesn't pound its audience over the head with anything. And though it's definitely a portrait of a young woman's life, it's not a teen movie. I don't know that kids of fifteen would not be bored by the sometimes oblique dialog, the lack of action, and the near absence of sex. The film requires the kind of patience that I'm not sure mall rats have any longer. Paradoxically, this is a story about youth that adults might appreciate more than the subjects of the story themselves.

I understand that the film is based on a rather darker and more ambiguous story by Joyce Carole Oates who, in turn, was inspired by some Southwestern psychopath, but I can only assess what's been put on the screen.

"Smooth Talk" spends the first half of its run time developing the Dern character, showing her to be a typically (more or less) rebellious, angst-filled, brittle teen who is just discovering boys and dating when an unexpected encounter with a smooth talker (Williams) forces her to take a quantum leap toward maturity. A simple little serious-minded indie with a thin story and not so thin message, "SM" is a slow starter with a solid performance by Dern which will likely be most appreciated by females. B-