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SXSW Film Festival 2024: Babes, My Dead Friend Zoe, Y2K

The first full day of features at the Paramount (after Opening night premieres of “Road House” and Netflix’s “3 Body Problem—and an AM preview of new episodes of “Hacks”) felt like a purposeful attempt by the programmers to offer escape. Sure, one of the films centers some very serious themes, but all three movies want to take people away from the political and emotional chaos that is 2024, whether it’s through characters who remind us of the value of friendship or a high concept aimed directly at the AIM Generation. They succeed to varying degrees, but all feel like films that could find devoted fans outside of the friendly crowds of Austin.

Pamela Adlon’s “Babes” undeniably will. Hysterically funny, defiantly gross, and truly sweet, it’s a perfect blend of the comedic voices of the creator of “Better Things” and Ilana Glazer, who co-wrote and stars. Co-written by “Broad City” collaborator Josh Rabinowitz, “Babes” sometimes has a streaming sitcom rhythm in its episodic structure, but it doesn’t really matter because those episodes add up to something confident and genuine. We have seen so many movies about the importance of friendship or the healing power of motherhood, but Adlon’s film understands how abjectly gross these things are too. If you’re lucky enough to have beautiful moments with your child, you accept that he might pee in your mouth too when you're changing him. While the gross-out humor might be too much for casual viewers, there’s an admirable honesty in its effort to present characters who push back against the Hollywood creations of “the perfect mother”. Trust me. I have three kids. Things can get messy.

“Babes” sets its tone immediately with an incredible prologue in which lifelong friends Eden (Glazer) and Dawn (Michelle Buteau) continue an annual tradition of seeing a movie on Thanksgiving, despite the fact that Dawn and her husband (Hasan Minhaj) moved three trains away from her BFF and Dawn is very pregnant. In fact, she’s so pregnant that her water breaks before the movie starts, and the pair decide to go get a last meal before she has to sit and eat ice chips for hours during labor. I’m not sure there’s a better way to illustrate that two characters are very close friends than having one visually check to see if the other needs to go to the hospital yet. Immediately, “Babes” has a different rhythm, a very R-rated comedy with a sense of humor that’s dark but also deeply heartwarming. These are the kind of friends who can call each other bitch affectionately, and you absolutely believe they’ve been doing so for decades. A movie like this needs believable friend chemistry at its center to work and “Babes” absolutely has that in Glazer and Buteau. It's so essential to why it works.

That friendship shifts after Eden has a one-night stand with a stranger she meets on her many trains home, played by a charismatic Stephan James. When she learns she’s going to be a single mother, “Babes” becomes what could be called a “pregnancy comedy,” detailing the many pains of producing an actual new person. Adlon peppers her film with phenomenal supporting performers, including John Carroll Lynch, Sandra Bernhard, and Oliver Platt, but the movie belongs to Glazer and Buteau. A deeply NYC film, it feels like those great city comedies we don’t get that often anymore, a study of two people over one of the most important years of their life. 

And it lands in a place that feels true and even moving. It’s a film that’s understandably almost in awe of what women have to go through to make another human being. We’ve seen so many films that put motherhood on a pedestal, and no one is suggesting it shouldn’t be, but “Babes” is more effective in conveying the beauty and joy of it because it also mines its ugliness and pain for big laughs.

There’s also a lot of pain in Kyle Hausmann-Stokes’ “My Dead Friend Zoe, but it, too, is foundationally about the importance of friendship. A deeply personal film that comes from Hausmann-Stokes’ own experience as a vet, this is a powerful drama with a phenomenal performance at its core and another reminder that Ed Harris is one of our best living actors in its supporting cast. Ultimately, it’s telling two stories of memory: A man who is increasingly struggling to remember and a woman who wishes she could forget.

Merit (Sonequa Martin-Green of “The Walking Dead”) served as an Army mechanic for eight years, and she’s introduced under the weight of PTSD from her time in Afghanistan. She’s at a meeting run by Dr. Cole (Morgan Freeman), who refuses to sign her paperwork until she opens up. The problem is that Merit’s friend Zoe (Natalie Morales) keeps insisting that Merit stay quiet. Soldiers don’t share. Especially not about their feelings. The small problem is that Zoe is dead, appearing only to Merit throughout the film, sometimes as support but usually just as a reminder of how much Merit is stuck in the pain of losing someone so important to her. It’s an effective conceit that Hausmann-Stokes goes back to a few too many times, especially in the back half, but Morales is solid in a truly difficult role given she’s playing Merit’s mental/emotional version of a character more than full-blooded one.

Morales is always a welcome screen presence, but the movie belongs to Martin-Green, who navigates truly complex emotional waters. While managing her own trauma with a friend that no one else can see, she gets stuck managing her grandfather Dale (Harris), a stubborn Vietnam vet who is in the early stages of Alzheimer’s. As Merit begins a tentative relationship with the manager (Utkarsh Ambudkar) of a local assisted living facility, her emotional walls begin to crumble. This is a deceptively difficult role, one that could easily slide into melodrama, but Martin-Green grounds it, finding alternating beats of joy amidst the pain in a way that makes both more powerful. And then there’s Harris, an actor who always does so much with every single line. There’s a scene on a pontoon boat between the two leads that is one of the best I’ll see all year, an acting exercise of an incredibly high caliber.

It’s inherent a bit in the storytelling that “My Dead Friend Zoe” needs to move away from its title character as Merit finds a way to close her emotional wounds, but I wish it did so a bit more often. It’s ultimately most effective as a character study with two excellent performances, and the concept sometimes gets in the way of that character work. It’s never too much to derail it thanks to the truth that’s clearly embedded in a production that comes from deep in the heart of its creator. You can tell how much he feels it. You will too.

Which brings us to “Y2K,” “SNL” vet Kyle Mooney’s directorial debut, written by Evan Winter. Mooney’s film starts as a clever millennial riff on life around the turn of the millennium with references to the era like the Macarena, AOL Instant Messenger, and needle drops galore. It’s a playful, fun teen sex comedy a la “Superbad”—the film was even produced by Jonah Hill—with two best friends, Eli (Jaeden Martell) and Danny (Julian Dennison) who are trying to find the best party on the New Years Eve that everyone told us would be the end of the world. Anyone old to remember the anxiety leading up to the turning of the calendar to 2000 will enjoy the set-up for “Y2K,” as will anyone old enough to remember the catchiness of “Thong Song.” Eli and Danny talk about which girls at school they want to hook up with and Eli has his eyes on the charming Laura (Rachel Zegler). All these crazy kids end up at a house party with a number of broad, funny personalities. And then all Hell breaks loose.

It happens early enough in the film that it’s not TOO much of a spoiler, but turn away if you want to go into this truly odd movie unspoiled …

Mooney’s film imagines an alternate reality in which all the Y2K panic was very real. Not only do planes fall from the sky, but everything from the dishwasher to the microwave becomes sentient and eager to kill human beings. The sequence in which “Y2K” goes from “Superbad” to the Skynet uprising in a “Terminator” movie is fantastic, an unexpected horror show of teenagers getting sliced up by household appliances. It leaves Eli and a crew of survivors to flee into the night, finding a local stoner named Garret (Mooney) who helps them survive away from technology and devise a plan.

Sounds fun, right? It truly is for a while, but Mooney and Winter run out of ideas like an “SNL” sketch that goes on for just too long. Part of the problem is that they use up most of their best material in the first half, both in the teen comedy and the party scene. The back half of the movie drags as it becomes clearer that “Y2K” isn’t really going anywhere that interesting or funny. There are brief bursts of creativity in the back half, but the carnage of the movie leaves us with characters that we don’t really care about, and the concept runs out of ways to surprise us early before leaning on an admittedly clever cameo for its finale. It’s a nostalgic film with almost nothing to say about its era or even the start of a new one that one could argue will be historically defined by our reliance on technology. Come to think of it, maybe it’s not that alternate a reality.

Brian Tallerico

Brian Tallerico is the Managing Editor of, and also covers television, film, Blu-ray, and video games. He is also a writer for Vulture, The Playlist, The New York Times, and GQ, and the President of the Chicago Film Critics Association.

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