This is the exceedingly rare film that understands how lonely, insecure preadolescent children can become so consumed by their feelings that they lose sight of ordinary boundaries and unconsciously act out their parents' darkest fantasies of passion and revenge.

Aside from its frank consideration of preteen sexuality, the most daring thing about Cuesta's extraordinary film is its willingness to put honest, intelligent dialogue in the mouths of kids.

Twelve and Holding could have been a series of horror stories, but the filmmakers and their gifted young actors somehow negotiate the horrors and generate a deep sympathy.

Cuesta directs the lead actors with such feeling that their misery seems authentic.

This is one of those rare movies about children but not necessarily for them, and it treats its adolescent subjects with bravery and compassion.

Except for an ending that's so implausible it might have derailed a less solid work, Twelve and Holding is a realistic and sympathetic portrayal of what it's like to be young and confused

I'd argue that a very good movie could have been great if it had kept to subtler psychological tones.

Cuesta prizes curiosity and perception over conflict resolution. He likes the way kids take their cues from adults and the ways they revolt against them. Even as the kids do the ugliest things, the film stays cool without ever being cold.

Illuminating and unsettling.

The kids deliver uniformly solid, occasionally remarkable performances.

Director Michael Cuesta hits the right notes with his characters. They are believable 12-year olds: intelligent (but not too intelligent) yet naïve, and trying with mixed success to navigate the path of adolescence.

The film 12 and Holding brings you back to when you routinely said things like, "I'm going to kill you" or "We're soul mates" and meant it.

Deals in sometimes queasy areas of underage sexuality and emotional extremes; again, deftness and confidence ultimately put across a screenplay (this time by Anthony S. Cipriano) overloaded with sensational incident.

Lacks the powerful focus of the filmmaker's debut effort and often flounders under the weight of its melodrama and contrivances. But it also boasts many well-observed moments and features stellar performances by its youthful cast.