-- Here's how masterfully Sarah Polley manipulates tone in "Take This Waltz," just her second film as writer and director: She takes the Buggles' peppy `80s anthem "Video Killed the Radio Star," best known as the song that launched MTV, and finds unexpected poignancy in it. She actually uses it a couple of times in the film, in very different ways, and in both instances the mood she establishes is wistful and assured.

Following Polley's 2006 debut "Away From Her," which features the loveliest performance of Julie Christie's career, "Take This Waltz" further establishes the young Canadian as an exciting filmmaker to watch, one with a maturity beyond her years. She takes risks, isn't afraid to explore raw emotions and is willing to let her characters make mistakes that could make them unlikable. At the same time, Polley (who's been an actress herself) never judges these people she's created. Instead, she depicts the giddy, fleeting and illusory nature of new love, and lets us get caught up in it, too.

Michelle Williams gives the kind of subtle, complex performance we've come to expect from her as Margot, a freelance writer living in downtown Toronto with her husband of five years, Lou (Seth Rogen, surprisingly good in a more low-key, dramatic role), a cook who spends his days in the kitchen working on chicken recipes. They tease and play pranks on each other and share cutesy games of verbal one-upmanship while snuggling in bed in their colorfully bohemian home.

At first, these exchanges may seem a bit too cloying, too self-conscious. But as Polley comes back to them consistently, you realize she's crafting a very specific, very intimate portrait of a relationship. Lou is probably a good guy and, for the most part, they seem happy. But their quiet moments, especially the uncomfortable misunderstandings over nothing, are the most telling, as if we're watching a Canadian hipster version of "Scenes From a Marriage."

While out of town for an assignment at the film's start, Margot meets Daniel (the soulful, sexy Luke Kirby). Their chemistry is immediate but it becomes even more obvious once they find they're seated together on the flight home. Then as they share a cab from the airport, it turns out they just happen to live across the street from each other. Yes, this qualifies as the kind of meet-cute you only see in romantic comedies; the rest of the film is rooted in reality.

As Margot and Daniel accidentally bump into each other a couple times, then intentionally bump into each other a couple more times, the flirtation and tension steadily build. She knows what she's doing is wrong – we know what she's doing is wrong – and yet there's such undeniable excitement each time they meet, you can't wait to see where this amorphous, would-be fling might go next. Eventually it goes to a bar for martinis at 2 in the afternoon, where Daniel explicitly lays out what he'd like to do to Margot in one, long, breathtaking monologue. With that scene alone, Polley has created a genre that might sound like an oxymoron: Canadian erotica.

As Margot's feelings for both of the men in her life evolve, Polley remains constant in her eye for detail. She notices everything: Margot's blue toenail polish as she walks barefoot across the kitchen; the glistening of light sweat on her forehead as she bakes muffins; the way the sun throws shadows across the couple's bedroom during the course of a day.

"Take This Waltz" is a sensory experience, including a tour de force, circular shot around a room which seamlessly depicts the passage of time. But it's always grounded – it's always about real people making real decisions, for better or worse. That includes an unexpectedly strong supporting performance from Sarah Silverman as Lou's recovering-alcoholic sister.

Silverman is one of several cast members who lay themselves bare – literally and metaphorically – for this film. Polley asks a lot of her actors, and they deliver.

"Take This Waltz," a Magnolia Pictures release is rated R for language, some strong sexual content and graphic nudity. Running time: 116 minutes. Three and a half stars out of four.

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