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It’s the Movie That Could Finally Get Adam Sandler His Oscar Nomination. It Left Me Teary.

“Can we go again?” asks Jay Kelly (George Clooney), a movie star shooting a scene in which the tough guy he’s playing dies of a gunshot wound on the soundstage reproduction of a rain-slicked alleyway. “I think I can do it better.” These lines from the opening scene of Noah Baumbach’s Jay Kelly will become the film’s wistful recurring theme. As an A-list celebrity some four decades into a phenomenally successful career, Jay has arrived at an age when many people look back on what they might have done differently in their lives. But “many people” don’t have a private jet and a full staff of housekeepers, chefs, stylists, and personal assistants at their command. Taking stock of your past mistakes is tough when everyone around you is busy protecting you from the consequences of mistakes you’re still making in the present.

Even as a man not given to introspection (this stinging observation comes from Jay’s long-ago acting teacher), the middle-age matinee idol finds himself thinking about mortality after the passing of his first mentor in the film business, a director played in flashback by the always wonderful Jim Broadbent. At the funeral, a figure from Jay’s past emerges: his old acting-school rival Timothy (Billy Crudup, sensational in his show-stealing single scene), who offers Jay a not entirely welcome chance to revisit the ambitious and less than ethical young thespian he once was.

The next day, Jay abruptly decides to fly to Europe with his whole entourage. The pretext is a lifetime achievement award he’s set to receive in Tuscany, but his main motivation is to ambush his daughter Daisy (Grace Edwards) on a backpacking trip she’s taking with friends before starting college. Jay also has an older daughter from an earlier marriage, Jessica (Riley Keough), who’s still so angry about his absence in her childhood that they barely speak. His impulsive European tour is at once a misguided attempt to atone for that error and a way of outsourcing the work of his own emotional journey onto his support team.

The bulk of the action takes place on Jay’s ride from Paris to Tuscany with his long-suffering business manager, Ron (Adam Sandler), his publicist Liz (Laura Dern), his hairstylist Candy (Emily Mortimer, who also co-wrote the script with Baumbach), and other increasingly exhausted handlers. Because they’re on a train with no first-class seats left, Jay finds himself in a car full of regular people from around the world, most of them thrilled to be traveling with a screen legend.

Jay’s weaponized charm and bottomless need for approval make him a favorite with the passengers, but by the time the train reaches Italy, most of his retinue has decamped for home. The last man standing is the beleaguered Ron, who has spent decades hustling behind the scenes and giving up time with his family in the service of Jay’s career. At the gala event in Tuscany, the presence of Jay’s impossible-to-please elderly father (Stacy Keach) further complicates matters as the codependent Jay and Ron begin to realize how much they’ve sacrificed to turn “Jay Kelly”—a name, it’s hard not to hear, with the same cadence as “George Clooney”—into a worldwide brand. Sandler, whose performance has garnered even more Oscar buzz than Clooney’s, is especially excellent in these late scenes, as his character’s once inexhaustible patience wears thin enough to show the resentment underneath.

Though it’s hard to imagine any other actor in the part of Jay, Clooney’s personal and professional trajectory is quite distinct from Kelly’s. Where the fictional star rockets to fame in his early 20s, Clooney was a working but relatively unknown actor until he was cast in ER at the age of 33. If anything, the character of a middle-aged former prodigy with children from two different marriages more closely resembles Baumbach, who has a son with his ex-wife Jennifer Jason Leigh as well as two children with the director and actor Greta Gerwig. (Gerwig has a small role in Jay Kelly as the Sandler character’s wife, mainly seen during brief phone exchanges.)

The autobiographical elements of Jay Kelly remain more oblique than confessional. The story also lifts parts of Federico Fellini’s La Dolce Vita, about a tabloid journalist confronting the emptiness of his celebrity-centric life, and the same director’s , about the midlife crisis of a self-indulgent filmmaker. If the “valentine to cinema” aspect of this Fellini homage puts you on alert, consider it a trigger warning that Jay Kelly also pays tribute to François Truffaut and Preston Sturges. It will surely strike some viewers that the problems of anyone as blessed by fortune as Jay Kelly amount to little more than a hill of beans in the crazy world of 2025, but at least the beans Baumbach serves up are lovingly prepared and attractively plated. Linus Sandgren’s lambent cinematography captures the sumptuous melancholy of Jay’s gilded-cage life, and Nicholas Britell’s lush symphonic score adds a sometimes ironic note of classic-Hollywood glamour.

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Whether the central drama of Jay Kelly strikes you as moving or manipulative may depend on your tolerance for the movie’s recurring flashbacks, highly stylized affairs that have Clooney’s character moving from one practical set to another via Mark Tildesley’s clever production design. As Jay starts to daydream about a moment from the past, a door between train cars allows him immediate access to that place and time. Through these portals, the actor witnesses his younger self (Charlie Rowe), a striving artist driven to achieve success at the expense of his most important relationships. Rowe doesn’t have the nuclear-grade rizz to pass muster as a young Clooney (though given that we’re seeing the character from the older Jay’s perspective, maybe the discrepancy between the two versions of himself is part of the point). But I appreciated these interludes, both for the craft on display in the transition between timeframes and for the opportunity they give Clooney to act with his eyes, as Jay listens and responds to the scenes that play out before him without, for once, having to be the center of attention.

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Baumbach is one of those divisive directors who, like his generational counterpart Wes Anderson, has both a devoted fandom and a vocal community of haters. Is it OK if, as a critic who has at times found the director’s work to be astringent to the point of sourness, I enjoyed without unreservedly loving this foray into warmer, more humanistic territory? Though Jay Kelly’s last act drags a bit, I got weepy alongside Clooney and Sandler during the final scene, as the two men watch a tribute reel of clips from Jay’s (really George’s) old movies, seeing him morph from youthful heartthrob to silver-haired eminence. Baumbach has said that the first time Clooney ever saw the clip reel was the take that ended up in the film. We don’t all get the chance to revisit our past selves in a professionally edited montage projected on the big screen, but anyone who’s rifled through a box of old photos can identify with Jay’s simultaneous sense of nostalgia and dislocation: Was that really me all that time? And if I had the chance to start over again, could I do it better?

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