Dir: Sandra Goldbacher. UK. 2001. 107 mins.

Sandra Goldbacher's follow-up to The Governess is a another female-centred period piece, although of a very different kind. A bittersweet comedy tracing a tempestuous friendship over 30 years, it's shrewdly observed and beautifully mounted, but suffers from an unevenness of tone and a fractured story structure, with a marked loss of energy in the last half hour. Festival bookings will raise its profile (it plays in Venice's Cinema of the Present section), and it should exert a nostalgic appeal to discerning thirtysomethings, who will savour the gently mocking celebration of 1970s and 1980s style. However it represents a marketing challenge to stand out in an arena where films on these themes are hardly in short supply.

Divided into five chapters of unequal length, Me Without You opens in 1973 with two small girls living in neighbouring mock Tudor houses in London's stockbroker belt. Marina (Anna Friel) comes from a progressive, chaotic household: her mother (Trudie Styler), a former nightclub hostess, has a volcanic on-off marriage to her estranged husband, and raises Marina and her elder brother, Nat (Oliver Milburn), as independent spirits. By contrast the family of Holly (Michelle Williams, from the US TV series Dawson's Creek) is more settled and conventional, but also more stifling. Although the girls pledge to remain inseparable forever ("Holly plus Marina =Harina"), the tensions between them are already apparent. Dowdy, introverted Holly envies Marina's poise and flamboyance, and has a secret crush on Nat; the flighty Marina hankers after Holly's stable background and Jewish roots (while not Orthodox, her parents are keenly conscious of their cultural heritage).

Me Without You opens with a game in which Holly, guided by Marina, walks blindfolded and barefoot through an obstacle course of hazards, including broken glass. The scene is faintly reminiscent of a famous moment in Bergman's Persona, another study of two women's merged identities, but without that film's cruel twist. Indeed the film as a whole, in portraying a symbiotic friendship that both sides crave while also finding destructive, keeps heading towards dangerous corners before swerving away at the last moment.

When, at a punk party in 1978, Holly and Nat fall into bed together, it triggers the girls' first serious quarrel, which ends in Marina intercepting and destroying an affectionate letter from Nat to Holly. By 1982, they are students at Brighton University, on Britain's south coast, vying for the affections of a preppy visiting American professor in semiotics (Kyle Maclachlan), a role which wittily skewers the intellectual pretensions of the early 1980s.

As with her first film - which created a powerful role for Minnie Driver as a Victorian governess locked in an affair with her employer - Goldbacher shows herself skilled at capturing subtly shifting emotional states, especially the diffident attraction between Holly and Nat. Also like The Governess, there's a refusal to take sides and a generosity towards all the characters, even the minor and more unsympathetic ones.

However, the script seems uncertain how - or indeed whether - to resolve its dramatic conflicts. After an over-long penultimate segment set in 1989, when the women's lives, and that of Nat, have lost a sense of direction, a coda set in the present unconvincingly papers over the cracks in their friendship in a jokey, throwaway ending.

Yet despite its darker undertones, the sound and look of the film are upbeat and attractive, with some very handsome Cinemascope photography, a well-chosen soundtrack featuring The Clash, Depeche Mode and others, and a wealth of amusingly accurate period detail. Friel continues to develop as a dramatic actress, while Williams (sporting a wobbly British accent) is persuasive in the less showy role of Holly. Among the numerous secondary characters, Styler and Corduner stand out as two eccentric parents.

Prod co: Dakota Films
UK dist: Momentum Pictures
Int'l sales: Capitol Films
Exec prod: Jonathan Olsberg
Prod: Finola Dwyer
Scr: Goldbacher, Laurence Coriat
Cinematography: Denis Crossan
Prod des: Michael Carlin
Ed: Michael Ellis.
Music: Adrian Johnston
Main cast: Anna Friel, Michelle Williams, Kyle MacLachlan, Oliver Milburn, Trudie Styler, Allan Corduner.