Review by Matt Barone (@MBarone)

Director: Steve McQueen
Stars: Chiwetel Ejiofor, Michael Fassbender, Benedict Cumberbatch, Paul Dano, Paul Giamatti, Lupita Nyong'o, Adepero Oduye, Sarah Paulson, Brad Pitt, Alfre Woodard
Running time: 133 minutes
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Score: 9/10

Lee Daniels could learn a lot from Steve McQueen.

Despite its huge box office success and mostly positive critical response, Lee Daniels' The Butler suffers from one major, deal-breaking (for me, at least) flaw: It's an unnecessary, often frustrating hey-it's-that-famous-actor-now affair. A stranger to subtlety, Daniels cast several big-name actors to play minor, sometimes single-scene roles. Robin Williams as Dwight Eisenhower. Liev Schreiber as Lyndon Johnson. Mariah Carey as a mother working on a plantation. And…David Banner as Carey's character's husband? Yes, that's true, and incredibly distracting. It's not that those folks aren't good actors—they're all fine in The Butler. It's a two-headed matter of tone and intent. Rather than play the movie with restraint, Daniels goes for the big emotions, all-around showiness, and, as a result, overheated melodrama. He really wants you to acknowledge that it's not some no-name actress playing Nancy Reagan but, rather, Jane Fonda. He'd probably be heartbroken if gossip bloggers didn't notice Minka Kelly playing Jackie Onassis Kennedy. Yes, Lee Daniels has the industry gusto and respect to gather such an impressive lineup of talent. Please, give him that praise—it's what he so desperately craves.

McQueen, however, doesn't need your back patting. Heavyweights like Paul Giamatti and Brad Pitt don't show up for minuscule cameos in his latest film, 12 Years a Slave, because the British filmmaker wants people to admire his clout. He's confident enough to know that the film does all the heavy lifting, so that by the time Pitt appears late into 12 Years a Slave for a brief but pivotal performance, McQueen's already earned the carte blanche to introduce whomever he pleases. The film is a remarkable achievement in tone, storytelling, and boldness that never calls attention to its bravery. The A-listers involved aren't simply playing dress-up; they're small, though equally powerful and important, parts of a much bigger picture. One that's as devastating as it is expertly made.

Chiwetel Ejiofor stars as Solomon Northup, a free black man living in Saratoga, New York, in 1841, with his wife and two children. He's an accomplished violin player, and when his family goes on a two-week trip out of town, Solomon's tricked into joining a circus to share his musical abilities in Washington, D.C. His travel companions drug Solomon and sell him into slavery after a week's worth of performances, for which he wakes up in chains, confined to a dark, lonely room in an unknown building barely miles away from the Capitol Building. As 12 Years a Slave progresses, Solomon is passed around from one slave master to the next, starting with an all-business trader (Giamatti), getting bought by the kindly Mr. Ford (Benedict Cumberbatch), renamed "Platt," and, after a violent confrontation with Ford's malicious righthand man (Paul Dano), ending up under the ownership of Master Epps (Michael Fassbender). Tyrannical, impulsive, and unhinged, Epps becomes the film's main antagonist, particularly in how he mistreats Patsy (Lupita Nyong'o, worthy of all the Best Supporting Actress awards), his helpless plaything.

Inevitably, comparisons have been drawn between 12 Years a Slave and Quentin Tarantino's Django Unchained, parallels that are unavoidable once you've seen the former (based on Northup's 1853 memoir of the same name). For one, like Jamie Foxx whipping the hell out of that evil white man, there's a cathartic moment in McQueen's film where Solomon lays the smack-down on Dano's character. But connecting 12 Years a Slave to Django Unchained is like making parallels between the startling serial killer flick Henry: Portrait of a Serial Killer and Showtime's goofy Dexter. Whereas Tarantino played every scene for applause and cool-guy points, McQueen's trying to paint as honest—moreover, brutally real—a presentation of our country's most inhumane period as possible. His method: showing the horrors of slavery (whippings, humiliation, the tearing apart of families, hangings) without any filters or genre trappings.

The effects are clear in 12 Years a Slave's most harrowing sequence, where Epps forces Solomon to administer seemingly endless lashings upon Patsy's back. In a single take, McQueen's camera calmly moves around the scene, shifting from the hideous scars on Patsy's back instantly forming on Patsy's back as the whip makes contact to the look of anguish on Solomon's face, right back around to the look of pain on Patsy's. You're right there with them. It's impossible to look away.

12 Years a Slave is the third towering motion picture from McQueen, who's firmly established himself as one of the world's best working directors, bar none. His previous films, Hunger (2008) and Shame (2011), were aggressively raw depictions of prison life and sexual addiction, respectively. Unless you're an adventurous moviegoer who's willing to submit to a filmmaker's darkest impulses, they're inaccessible. Here, though, perhaps knowing the importance of the material and the fact that he's working with Brad Pitt's Plan B production company, McQueen replaces his usually uninviting approach delivering a gorgeously shot, somewhat Hollywood veneer to the film, right down to its emotive, Oscar-ready musical score.

But make no mistake—he's no less daring. Known for long, static shots that reveal much about characters without cutting away or needing any exposition, McQueen one-ups himself midway into 12 Years a Slave. Having narrowly avoided being hung, Solomon's left in the noose that's attached to a tree, his feet barely touching the muddy dirt beneath him, the rope still tight enough to restrict his breathing. And as he remains there, struggling, life goes on all around him—his fellow slaves ignore him. The wind blows as normal. The soundtrack is all gnats, rustling leaves, and other nature sounds.

As much as you're hoping that either McQueen will switch frames or someone, anyone will help Solomon out, everything remains as is. You feel Mr. Northup's misery. As you do every other emotion he feels over the course of his 12 grueling years as a slave, thanks to Chiwetel Ejiofor's exceptional performance. Always one of the movie game's most underrated actors (see: Kinky Boots, Children of Men, Talk to Me), the London native is a powerhouse, internalizing his emotions when it's needed (McQueen isn't afraid to fasten the camera on Ejiofor's face for extended portraits) and lashing out with thunderous sorrow and anger when he's pushed beyond his constantly readjusted breaking point.

When 12 Years a Slave concludes, you're left reeling from both Solomon Northup's incredible ordeal and the mastery with which McQueen has executed the whole thing. Tears are warranted, though not requested by the director or yanked from viewers' eyeballs through insecure artistry. Jane Fonda's services aren't required.