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Lilting is so small and delicate, it’s as if you could slip the film into your breast pocket, although you might want to wrap it in a tissue so that it doesn’t break. Writer-director Hong Khaou tells his minor-key story confidently, unconcerned about the wider world outside of his mismatched, melancholy characters. This modest feature-length debut has the slightness and emotional purity of a short story or poem, never insisting that its tale of loss and disconnection is more significant than it is.

The film set its gentle, muted tone early on. Elderly Cambodian widow Junn (Pei-pei Cheng) sits in the bedroom of her London nursing home where she’s greeted by her adult son, Kai (Andrew Leung), who’s long been her support system since she never assimilated into English society. (She still doesn’t speak the language, although she’s lived in London for many years.) But her warm interaction with Kai, in which she expresses reservations about his friend Richard, is only a memory: Kai has died recently, and now Richard (Ben Whishaw) wants to check on her, even though there’s a language barrier between them.

This, however, is not the only barrier. Richard and Kai were lovers, a fact the son kept from his mother, who didn’t even know her boy was gay. As a result, Junn never understood why Kai would spend so much time with this Londoner when she so desperately needed him. Though in relative good health, she clung to Kai, resenting this stranger Richard whom she felt was monopolizing his time.

With this as Lilting’s backdrop, Khaou’s narrative couldn’t be simpler. Richard has hired a translator (Naomi Christie) so that he can communicate with Junn—and so that she can interact with another resident of the retirement home, Alan (Peter Bowles), who has become sweet on her. Richard doesn’t want to tell Junn about his relationship with Kai, but it becomes increasingly difficult not to mention it, especially when questions about what to do with the dead man’s ashes start to arise.

Incorporating simple camera setups, a wistful score and a suite of spare flashbacks that are sometimes indistinguishable from the present-day action, Lilting establishes the particulars of its potentially melodramatic story first and then works hard not to let them overwhelm the slender framework. This is a movie in which everything is done tentatively: Richard reaches out to Junn but doesn’t quite know how to form a bond; Junn’s grief mixes with a vague hopefulness that this unlikely new suitor, Alan, could provide some comfort. Khaou operates in obvious metaphors—the language barrier is symbolic of the cultural, generational and emotional divides that wall us up from others—but it’s to Lilting’s credit that the film grounds such devices in the low-key hum of ordinary life. Instead of feeling like gimmicks, they resemble those strange little ironies that follow us around, almost taunting us.

Not surprisingly, then, the performances emphasize understatement, which is apt for characters who often try to hold back their true feelings in conversations. Whishaw plays Richard as a raw wound. Sharing Kai’s secret life, and being privy to Kai’s private frustrations with his mother’s refusal to immerse in Western culture, Richard has to be a surrogate support system for Junn while also tempering his own feelings. In a perfect world, he and Junn could grieve together for the man they both loved, but Lilting’s steady ache comes from the fact that they can’t: because of Richard and Kai’s sexual orientation, because Richard doesn’t know how Kai’s conservative mother would respond. As a consequence, he has to accept Junn’s silent resentment of him, and Whishaw wears that frustration all over his pained face

As for Cheng, her Junn is so impassive that it can be hard to glean her inner life. That’s by design: The woman’s face is practically a mask of sadness and disapproval, the embodiment of everybody’s mother reminding us of all the ways in which we’ve fallen short. There’s something permanently distant, unknowable, about Junn, and Cheng holds tight to the character’s mysteries, all the years she lived before Richard or we knew her.

Eventually, Lilting does succumb to melodrama as we finally learn about the circumstances surrounding Kia’s death, which are not completely random. But even when the film risks overselling its catharsis, Khaou and his cast have the good taste to keep the emotional revelations restrained. And in this sea of heartbreak, it’s important to note how funny Lilting can be, too. Perhaps sensing how fragile his story is, Khaou consistently finds humor in the awkward moments when people must pretend to be on their best behavior. This is a small and delicate film—but it’s tougher than it appears.

Director: Hong Khaou
Writer: Hong Khaou
Starring: Ben Whishaw, Pei-pei Cheng, Andrew Leung, Morven Christie, Naomi Christie, Peter Bowles
Release Date: Sept. 26, 2014

Tim Grierson is chief film critic for Paste and the vice president of the Los Angeles Film Critics Association. You can follow him on Twitter.