Director: Lewis Gilbert
Running Time: 177 minutes

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Alice Hughes (Meryl Streep) is a New York-based prize-winner author. Afraid of flying but invited to receive a prestigious award in London, she decides to cross the Atlantic on the Queen Mary 2. Alice invites her nephew Tyler (Lucas Hedges) to join the trip, along with her two best friends from college days: Susan (Dianne Wiest) now advocates for prisoners' rights, while Roberta (Candice Bergen) is divorced, has a lowly retail job, and is seeking a rich husband. Alice's new agent Karen (Gemma Chan) also makes the trip, desperate to uncover information about her secretive client's latest manuscript.
During the crossing Tyler and Karen start hanging out, while decades of tension surface between Alice and Roberta, who believes she was the subject of her friend's most celebrated book. Susan tries to play peacemaker, Roberta is on the prowl for a rich man, Alice privately works on her new book, and the whole group is intrigued when they spot world-famous crime novel author Kelvin Kranz (Daniel Algrant) among the passengers.
A streamlined production directed by Steven Soderbergh and (loosely) written by Deborah Eisenberg, Let Them All Talk is an honest title. With plenty of improvisation spicing up awkward connections, this is a series of short and bright conversations between interesting characters as a luxury liner powers across the ocean. The spectacular cast is afforded almost free reign to steer scenes, and they deliver natural interactions with enough discipline to maintain coherence, landing short of profound but well above frivolous.The number of passengers on this particular sailing is suspiciously low (the background is often empty), but the setup is an otherwise snug trip filled with the threat of revelations. Soderbergh served as his own cinematographer and editor, and keeps the scenes sharp. Conversations end without a moment of fat, building a convincing sense of eavesdropping on mid-life luggage with more to the story than these characters will ever be comfortable sharing. The budding but awkward romance between Tyler and Karen mixes well with Alice's haughtiness and layers of passive-aggressiveness harboured by Roberta, but the side-quest involving crime author Kranz is an only partially successful catalyst.
Through the simple premise the film perhaps over-reaches for some lofty themes. Alice is enamored with an obscure Welsh writer, and expresses her admiration with lyrical discourse about the ties that bind across time and generations. Her exploration of the human condition is worthwhile, but also sets her well apart and underlines the disconnect with her friends.
The final act finds bittersweet twists, as Let Them All Talk happily charts a choppy course, the untidy resolutions mimicking life's unscripted surprises.
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Jonathan (Jack Nicholson) and Sandy (singer Arthur Garfunkel) are best friends entering college, and obsessed with women and sex. Jonathan is selfish, judges women by their looks, seeks the thrill of the chase and has no desire to settle down. Sandy is more sensitive and interested in finding and falling in love with a soul mate. After a tentative start Sandy makes progress with fellow college student Susan (Candice Bergen), but Jonathan swoops in and starts to also date Susan on the side.
Years later the men are professionals and Sandy is married to Susan, although the passion has seeped out of the relationship. Jonathan is very much single and for his next conquest pursues part-time actress Bobbie (Ann-Margret), who has the dream shapely figure he has always coveted. Fuelled by sex their relationship peaks early and starts a slow descent, Bobbie craving the long-term commitment that Jonathan is not interested in. Meanwhile Sandy moves on from Susan, and starts a relationship with Cindy (Cynthia O'Neal).
Fairly shocking for its era due to a singular obsession with frank discussions about sexual desires, Carnal Knowledge helped usher in brazen and turbulent on-screen depictions of sex and lust among adults. Written by cartoonist and author Jules Feiffer and directed by Mike Nichols, the film features plenty of profanity, scenes of frollicking and lovemaking, and some risque nudity, as the evolving male perspective on sexual relationships gets a rigorous test.
As far as content and plot, Carnal Knowledge has a one-track mind and gets bogged down in prolonged talky scenes more suitable for the stage. The focus on Jonathan and Sandy is tight, the women in their orbit often unceremoniously dumped as the men move on. In a few scenes the emotions run high and tempers boil over, Nicholson and Ann-Margret engaging in an exhausting shout fest as their union circles the drain.Nichols enlivens the dialogue with innovative camera work, the background and foreground often equally important, the talking sometimes occurring off-screen and the passive but interested listeners given prominence.
Carnal Knowledge continued Jack Nicholson's rise to prominence as one of the most exciting and edgy talents in Hollywood. Brash and fully aware of his narcissism, Nicholson portrays Jonathan as an emotional risk methodically shunning opportunities for his own happiness. In one his rare movie outings Garfunkel is not bad, but definitely overshadowed.
With plenty of bravura oscillating from the highs of sexual fulfillment to the lows of depression, Ann-Margret matches Nicholson is one of her best career performances. Carol Kane and Rita Moreno arrive late with telling contributions, Moreno leaving a searing impression as the only remaining destination once burnout edges out titillation.
Sexual adventurism veering far away from monogamy carries a buzz, but at a cost. Carnal Knowledge meanders to the place where selfishness folds in on itself, what was once easy pleasure now in need of sordid mind tricks and expert but passionless help.
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Sean Connery insists on a thick Scottish brogue, undermining with finality any inkling his character can be taken seriously. Candice Bergen fares worse, in a plastic performance so devoid of passion and emotion it is doubtful she ever read the script to realize the two kids running around are supposed to be her children.