Writer-director Sandra Goldbacher (The Governess) has latched onto a fascinating subject—the friendship so intense it becomes hateful—but this British drama is so overplotted it smothers the two main characters as much as they do each other. Michelle Williams gives a soulful performance as the only child of a Jewish couple in Surrey; intelligent but plain, she envies next-door neighbor Anna Friel, who's stylish and self-assured but none too bright. At college in Brighton they fight over the sexual attentions of a pompous literature professor (Kyle MacLachlan), while the wallflower nurses an infatuation with the maverick's older brother (Oliver Milburn). The story stretches from 1973 to 2001, and Goldbacher's delight in pop culture is infectious (the university sequence lovingly re-creates the foppish New Romantic getups of the early 80s). Yet the cultural markers tend to be artlessly deployed—a Joy Division poster planted squarely in the middle of the frame, a stash of pot spread across a Human League album—and the great tunes fail to drown out the plot mechanics grinding away in the background. 107 min.