There was a moment while I was watching Ti West’s latest film, MaXXXine, that I thought I figured it out. Not the plot or any big twists mind you, but merely what the film was trying to say about fame, Hollywood, and these characters. Just as that happened though, things took a turn in a way that was far simpler and tamer than I’d given it credit for. Which, I soon, realized was MaXXXine in a nutshell. It’s a film filled with ideas and potential that feels oddly constrained.

Set after the events of West’s previous two films, X and Pearl (which you don’t need to see for this though it can’t hurt), MaXXXine stars Mia Goth as the title character, a young adult film star who has moved to Hollywood to conquer the big time. Maxine is a confident, capable woman who will stop at nothing to achieve her dreams and, after booking her first major film, she’s closer than ever to doing just that. However, as we saw in X (and in flashes here), Maxine has a violent, scary, traumatic past to deal with. A past that comes back to haunt her and becomes her final obstacle on the path to fame and success.

All of which is possible because of Mia Goth. Goth is the undeniable, captivating, and charismatic star that Maxine is and aspires to be. You almost can’t distinguish between the two because Goth has such a clear and complete understanding of her character. As a result, even when she’s on-screen—and she’s basically in every scene—you simply want more of her, and that’s a good thing. She’s by far the best thing about the film.

Starting there and moving down the line, MaXXXine is basically a giant Hollywood time capsule. Set in the smoke-filled, neon-crackling year of 1985, the camera angles, production design, costumes, and more all scream ’80s. It’s also filled with nods and winks to films from that decade and earlier. Some are obvious, like an homage to St. Elmo’s Fire or Kevin Bacon’s Chinatown look, and others are more subtle, like one that I think was from Back to the Future, but may not have been.

All of that makes the mere experience of spending time in MaXXXine’s world enjoyable. And, when you add in such a dynamic character, it’s even better. The problem is, West’s story relies too heavily on that. Everything is moody and cool but actual plot points and development are sprinkled in instead of directly placed. Maxine lands her mainstream role amid the reign of terror of the Night Stalker, a real-life serial killer of the era. In addition, other murders happen that seem related to Maxine herself. How does it all fit in? Is the Night Stalker behind it all? The film takes its time to clear it all up.

Once things do start to coalesce, the path looks clear. Maxine must deal with her past to ensure her future. And that is, generally, what happens. But in this seedy, creepy period setting, West’s execution of that is overly predictable and surprisingly tame. Though there are a handful of quick, loud, violent moments, they are overshadowed by Maxine acting much more rationally and normally than the film leads us to believe. We’re presented with this motivated, resourceful woman but there’s a huge disconnect between that and the actions she takes as the film starts to wrap up.

As a result, just when West seems poised to lock in his message about the price of fame and stardom, it gets lost in attempts to bring the loose story threads together. Narratively, everything fits, but it’s all very by the numbers. Nothing about where the story goes feels out of place in a fun, unique way, and we’re left more appreciating the setting and mood than the themes and story.

Now, surely this isn’t what happened, but the overall vibe with MaXXXine is that maybe because it’s a wide-release, borderline mainstream summer film, West dialed things back a few notches to appease a general audience. With a few minor exceptions, the film always seems to be holding back. Almost as if it’s the edited TV version of a much crazier movie. And that version is okay, but it never lives up to the promise or potential of everything around it.

The same could be said for the film’s supporting cast, which is insanely impressive. There’s Kevin Bacon, Elizabeth Debicki, Michelle Monaghan, Bobby Cannavale, Halsey, Lily Collins, Giancarlo Esposito, and others. It’s murders’ row and each actor absolutely elevates the film in their own way. Unfortunately, they’re all so tangential to the plot or devoid of suitable screen time, we rarely care about any of them.

After the brutal, shocking intensity of X and Pearl, MaXXXine is largely a letdown. It brings the trilogy together in a cohesive way, while also standing alone as a pulpy, semi-entertaining film, but there’s a prevailing, undeniable feeling of conservation. Goth is fantastic and the supporting cast is great too, but ultimately MaXXXine warrants maybe one X, not three.

MaXXXine opens in theaters July 5.

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